Common use of Regulatory Approvals Clause in Contracts

Regulatory Approvals. Promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 2 contracts

Samples: Security Agreement (Benihana Inc), Security Agreement (GateHouse Media, Inc.)

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Regulatory Approvals. PromptlyEach party shall use all reasonable efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all notices, applications, reports and other documents required to be filed by such party with or otherwise submitted by such party to any Governmental Body with respect to the Transaction, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required submit promptly any additional information requested by law to acquire any such Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security AgreementBody. Without limiting the generality of the foregoing, if an Event the Company and Parent shall, promptly after the date of Default shall have occurred this Agreement, prepare and file (a) the notification and report forms required to be continuingfiled under the HSR Act, each Obligor shall take (b) any action which notification or other document required to be filed in connection with the Administrative Agent may reasonably request in order Transaction under any applicable foreign Legal Requirement relating to transfer antitrust or competition matters, and assign (c) all applications necessary to obtain all required Governmental Authorizations under Gaming Laws. Also without limiting the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination generality of the foregoing, each Government Approval the Company and Parent shall use all reasonable efforts to (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Contemplated Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Transaction or this Agreement, take all reasonable action necessary to ensure that the Transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Obligorstatute or regulation thereon. To enforce The Company and Parent shall respond as promptly as practicable to: (A) any inquiries or requests received from the provisions Federal Trade Commission or the Department of this subsection, upon the occurrence Justice for additional information or documentation; and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver (B) any inquiries or requests received from any court of competent jurisdictionstate attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon At the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitationParent, the preparationCompany shall agree to divest, execution and filing sell, dispose of, hold separate or otherwise take or commit to take any other action with the Governmental Authority of such Obligor’s portion of respect to any necessary or appropriate application for the approval of the transfer businesses, product lines or assignment of any portion assets of the assets (including Acquired Corporations, provided that any Governmental Approval) such action is conditioned upon the consummation of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.Merger I.

Appears in 2 contracts

Samples: Merger Agreement (Mikohn Gaming Corp), Merger Agreement (Virtgame Com Corp)

Regulatory Approvals. PromptlyThe Parties will cooperate with each other and use best efforts to promptly prepare all necessary documentation, to effect all necessary filings and at to obtain all necessary permits, consents, waivers, approvals and authorizations of, the Bank Regulators and any other Governmental Entities necessary to consummate the transactions contemplated by this Agreement and MainSource will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof (provided that Cheviot Financial has timely provided all information requested in writing by MainSource or its expensecounsel, execute and deliverwithin thirty (30) days after the date hereof). In no event shall MainSource be required to agree to any prohibition, limitation, or cause other requirement that would, individually or in the aggregate, (a) prohibit or materially limit the ownership or operation by MainSource or any MainSource Subsidiary of all or any material portion of the business or assets of Cheviot Financial or any Cheviot Financial Subsidiary, (b) compel MainSource or any MainSource Subsidiary to be executed dispose of or hold separate all or any material portion of the business or assets of Cheviot Financial or any Cheviot Financial Subsidiary, (c) impose a material compliance burden, penalty or obligation on MainSource or any MainSource Subsidiary resulting from noncompliance by Cheviot Financial with its regulatory obligations; or (d) otherwise materially impair the value of Cheviot Financial and deliveredthe Cheviot Financial Subsidiaries to MainSource and the MainSource Subsidiaries (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). The Parties will furnish each other and each other’s counsel with all applicationsinformation concerning themselves, certificatestheir subsidiaries, instrumentsdirectors, registration statements, officers and all stockholders and such other documents and papers the Administrative Agent may reasonably request and matters as may be required by law to acquire necessary or advisable in connection with any Governmental Approval application, petition or the consent, approval, registration, qualification or authorization of any other Person deemed necessary statement or appropriate for application made to any Bank Regulator or Governmental Entity in connection with the effective exercise of any of Merger, and the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction other transactions contemplated by this Security Agreement. Cheviot Financial shall have the right to review and comment on, including, without limitationand to the extent practicable to consult with MainSource on, the preparation, execution and information which appears in any filing made in connection with the Governmental Authority of such Obligor’s portion of transactions contemplated by this Agreement with any necessary Bank Regulator or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such ObligorEntity. Because each Obligor agrees that MainSource shall give Cheviot Financial and its counsel the Administrative Agent’s remedy at law for failure of such Obligor opportunity to comply with the provisions of this subsection would be inadequate review and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforcedcomment on, and to the extent practicable to consult with MainSource on, each filing prior to its being filed with a Bank Regulator and shall give Cheviot Financial and its counsel copies of, and an opportunity to review, if material, prior to their being filed with or sent to a Bank Regulator, any regulatory filings, amendments and supplements to such Obligor hereby waives filings and agrees not all responses to assert any defenses against an action requests for specific performance of such covenantsadditional information and replies to comments.

Appears in 2 contracts

Samples: Merger Agreement (Cheviot Financial Corp.), Merger Agreement (Mainsource Financial Group)

Regulatory Approvals. PromptlyFollowing the occurrence and during the continuation of an Event of Default, promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Collateral Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Collateral Agent may reasonably request in order to transfer and assign to the Administrative Collateral Agent, or to such one or more third parties as the Administrative Collateral Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Collateral Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 2 contracts

Samples: Security Agreement (Capitalsource Inc), Security Agreement (Capitalsource Inc)

Regulatory Approvals. Promptly, Acquiror and at its expense, execute the Company and deliver, or cause to be executed their respective Subsidiaries will cooperate and delivered, use all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist as promptly as possible prepare, but in obtaining Governmental no event later than thirty (30) days following the date hereof, file, effect and obtain all Requisite Regulatory Approvals, if requiredand the parties will comply with the terms of such Requisite Regulatory Approvals. Each of Acquiror and the Company will have the right to review in advance, for and to the extent practicable each will consult with the other, in each case subject to applicable Legal Requirements relating to the exchange of information, with respect to all substantive written information submitted to any Regulatory Authority in connection with the Requisite Regulatory Approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. Each party agrees that it will consult with the other party with respect to obtaining all permits, consents, approvals and authorizations of all Regulatory Authorities necessary or advisable to consummate the Contemplated Transactions, and each party will keep the other party apprised of the status of material matters relating to completion of the Contemplated Transactions. Acquiror and the Company will, upon request, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any Regulatory Authority in connection with the Contemplated Transactions. Notwithstanding the foregoing or anything else in this Agreement, nothing shall require Acquiror to, and the Company and its Subsidiaries shall not, without the prior written consent of Acquiror, agree to, take any action or transaction contemplated by this Security Agreementcommit to take any action in connection with, or agree to any condition on, or request with respect to, any Requisite Regulatory Approval that would (a) materially and adversely affect the business, operations or financial condition of Acquiror (measured on a scale relative to Acquiror and its Subsidiaries, taken as a whole after giving effect to the Contemplated Transactions), (b) require Acquiror or any of its Subsidiaries to make any material covenants or commitments with a Regulatory Authority or other third party, or complete any divestitures, whether prior to or subsequent to the Closing, (c) result in a Material Adverse Effect on Acquiror and its Subsidiaries, taken as a whole after giving effect to the Contemplated Transactions or (d) restrict in any material respect or impose a material burden on Acquiror or any of its Subsidiaries (including, without limitationafter the Effective Time, the preparation, execution Company and filing its Subsidiaries) in connection with the Governmental Authority transactions contemplated hereby or with respect to the business or operation of such Obligor’s portion Acquiror or any of any necessary or appropriate application its Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries) (for purposes of clause (d), materiality shall be measured on a scale relative to Acquiror and its Subsidiaries, taken as a whole after giving effect to the approval of the transfer or assignment of any portion of the assets Contemplated Transactions) (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsa “Burdensome Condition””).

Appears in 2 contracts

Samples: Merger Agreement (First Busey Corp /Nv/), Merger Agreement (First Busey Corp /Nv/)

Regulatory Approvals. Promptly(a) The Endo Companies and the Buyers shall cooperate, both prior to and promptly after Closing, as required, to prepare (including providing required information), identify and file with the FDA and any other applicable Governmental Authority the notices, applications, submissions and information required pursuant to any applicable Law or requirement to transfer the Regulatory Approvals from the Endo Companies to the Buyers or assist the Buyers with obtaining Regulatory Approvals in their own name, as the case may be, and at its expenseto reasonably assist the Buyers with obtaining Regulatory Approvals in their (or their designees’) own name, execute and deliverincluding any Distribution Licenses, or cause that are not, pursuant to applicable Health Care Laws, able to be executed and deliveredtransferred from the Endo Companies to the Buyers. Sellers shall use commercially reasonable efforts to submit to the applicable Governmental Authority prior to Closing, all notices, applications, certificatessubmissions, instrumentsand information required to transfer the Regulatory Approvals to the Buyers and assist the Buyers with obtaining Regulatory Approvals in their (or their designees’) own name, registration statementsas the case may be, and in each case to the extent permitted by Law or permitted or requested by the applicable Governmental Authority. The Parties also agree to use all commercially reasonable efforts to take any and all other actions required by the FDA and any other applicable Governmental Authority to effect the transfer of the Regulatory Approvals from the Sellers to the Buyers. Notwithstanding anything contained herein, it is acknowledged and agreed that any obligations hereunder of the Endo Companies in respect of the Consents, Permits or Regulatory Approvals procured or required for the Business of the Specified Subsidiaries shall be: (A) limited to providing to the Buyers, information, documents and papers the Administrative Agent may reasonably request and such other cooperation as may be reasonably requested by the Buyers; and (B) only in respect of Consents, Permits or Regulatory Approvals, which pursuant to Law, require any action to, approval of, or notification, the relevant Governmental Authority in relation to acquisition of the Specified Subsidiaries by the Buyers. (b) Subject to the terms of the Transition Services Agreement (if such agreement is executed), with respect to each Product in each jurisdiction, from and after the Closing Date, until the date on which the relevant Buyer receives an assignment or transfer of the Regulatory Approval for such Product in such jurisdiction, or a replacement thereof naming the relevant Buyer as the Regulatory Approval holder for such Product in such jurisdiction, and until such time as the Buyers have all required by law Regulatory Approvals, including Distribution Licenses, that will allow the Buyers to acquire operate the Business in respect of such Products, the Endo Companies shall, with respect to each such Product in each such jurisdiction, maintain in continuous effect all applicable Regulatory Approvals, including, for the benefit of the Buyers, all Distribution Licenses. (c) Buyers shall indemnify, defend and hold the Sellers harmless from and against any Governmental and all Liabilities arising out of or in connection with any Regulatory Approval from and after the Closing through the date on which the Buyers receive an assignment or transfer of such Product Approval (or the consentrelated Regulatory Approval) for such Product, approvalor a replacement thereof naming the Buyers as the Product Approval (or the related Regulatory Approval) holder for such Product, registration, qualification except for any and all Liabilities that result from the Sellers’ failure to comply with or authorization of any other Person deemed necessary or appropriate for maintain the effective exercise of any Regulatory Approvals as required under applicable Laws. (d) Prior to the Closing and after the Closing Date and until the end of the rights Wind-Down Period, the Endo Companies and Buyers shall each use commercially reasonable efforts to cooperate with each other to obtain any Regulatory Approvals as required under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request applicable Laws in order to transfer carry on the Business or in connection with the execution, delivery and assign performance of this Agreement and each of the Ancillary Agreements contemplated pursuant to this transaction. Each of the Administrative AgentSellers and Buyers shall be responsible for their own costs in providing such cooperation; provided, or that neither Party hereto shall be required to such one or more make any payments to any third parties in connection with such cooperation except as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by provided in the court. Upon Chapter 11 Plan or the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist Plan Administrator Agreement (as defined in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsChapter 11 Plan).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Endo, Inc.), Purchase and Sale Agreement (Endo International PLC)

Regulatory Approvals. Promptly(a) Subject to and in accordance with the provisions of this Section 6.4, each of the Parties shall use commercially reasonable efforts to obtain (and shall cooperate fully with the other Parties in obtaining) as promptly as practicable the Contributor Approvals, the SEP Approvals and all other authorizations, consents, clearances, orders, expirations, waivers or terminations of any applicable waiting periods and approvals of all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement or any of the other Transaction Documents and applicable Laws to consummate and make effective the Transactions as promptly as practicable and in any event, in respect of the First Closing Transactions, no later than the Outside Date. SEP shall pay all filing fees in connection with SEP Approvals. SE Corp shall pay all filing fees for all Contributor Approvals. (b) As promptly as practicable, and at its expensein no event later than (i) fifteen Business Days after the date hereof, execute or (ii) such later date as such filings and delivernotifications may be required, SE Corp and SEP shall make, or cause to be executed made, (i) any filings with, or notices to, the Wyoming Public Service Commission and deliveredpromptly file any supplemental information required or requested in connection therewith and (ii) all filings and notifications with all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions. (c) SE Corp and SEP may not, without the consent of the other (which consent shall not be unreasonably withheld, delayed or conditioned), (i) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Government Entity with additional time to review any or all of the Transactions or (ii) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Government Entity. Each of SE Corp and SEP shall use commercially reasonable efforts to supply promptly any information and documentary material that may be requested pursuant to any applicable Laws in connection with such filings or submissions. (d) Subject to applicable Laws relating to the sharing of information, SE Corp and SEP shall promptly notify each other of any communication such Party receives from any Government Entity (other than communications for purely logistical purposes) and permit such other Party to review in advance any proposed applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) by such Party, as applicable, to any Government Entity and shall provide such other Party with copies of all applications, certificatesnotices, instrumentsfilings, registration statementssubmissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) between such Party, as applicable, or any of its Representatives, on the one hand, and all other documents and papers any Government Entity or members of the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization staff of any Government Entity, on the other Person deemed necessary hand, in each case to the extent relating to the matters that are the subject of this Agreement and the other Transaction Documents, except with respect to Taxes (which are covered by Section 6.8). Except with respect to Taxes (which are covered by Section 6.8), neither Party shall agree to participate in any meeting or appropriate for discussion with any Government Entity relating to the effective exercise matters that are the subject of this Agreement (including in respect of satisfying or obtaining the SEP Approvals and the Contributor Approvals) or any of the rights under this Security Agreementother Transaction Documents unless such Party consults with the other Party in advance and, to the extent permitted by such Government Entity, gives such other Party the opportunity to attend and participate at such meeting or discussion. Without limiting the generality of the foregoing, if an Event of Default SE Corp and SEP shall have occurred coordinate and be continuing, cooperate fully with each Obligor shall take any action which the Administrative Agent other in exchanging such information and providing such assistance as each other may reasonably request in order connection with the foregoing and shall keep each other informed of the status of discussions relating to transfer obtaining or concluding the SEP Approvals and assign the Contributor Approvals; provided, however, that the foregoing shall not require SE Corp and SEP or any of their respective Affiliates (i) to disclose any information that in the reasonable judgment of such Party or any of its respective Affiliates (as the case may be) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality, (ii) to disclose any privileged information or confidential competitive information of such Party or any of its respective Affiliates or (iii) to disclose the valuation of, or any communications analyses or other work product regarding the valuation of, all or any part of (A) the Conveyed Interests, (B) the Total Unit Consideration, the Second Closing Exchanged GP Units and the Third Closing Exchanged GP Units, (C) the Companies or (D) the Companies’ assets. If either Party seeks to withhold information from the other Party for any reason permitted by this Section 6.4(d), such withholding Party shall nonetheless provide a redacted version of the information so withheld to the Administrative Agentother Party and, or subject to the requirement that such one or more third parties as outside counsel not disclose the Administrative Agent may designateunredacted version to any other Person, or to a combination complete, unredacted version of the foregoing, each Government Approval same to the outside legal counsel of such Obligorthe other Party. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver Neither Party shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions any provision of this subsection Section 6.4(d) to the extent that such compliance would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsprohibited by applicable Law.

Appears in 2 contracts

Samples: Contribution Agreement (Spectra Energy Corp.), Contribution Agreement

Regulatory Approvals. Promptly(a) Each party shall use their respective commercially reasonable efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with or otherwise submitted by such party to any Governmental Body with respect to the Merger and the other Contemplated Transactions, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required submit promptly any additional information requested by law to acquire any such Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security AgreementBody. Without limiting the generality of the foregoing, if an Event the Company and Parent shall, promptly after the date of Default this Agreement, prepare and file any notification or other document required to be filed in connection with the Merger under any applicable foreign Legal Requirement relating to antitrust or competition matters as promptly as practicable. The Company and Parent shall have occurred respond as promptly as practicable to any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters. (b) Parent and the Company shall use commercially reasonable efforts to cause to be continuing, each Obligor shall take any action which taken all actions necessary to consummate the Administrative Agent may reasonably request in order to transfer Merger and assign to make effective the Administrative Agent, or to such one or more third parties as other Contemplated Transactions. Without limiting the Administrative Agent may designate, or to a combination generality of the foregoing, each Government Approval party to this Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) shall use their commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of such Obligor. To enforce the provisions of this subsectionother Contemplated Transactions; and (iii) shall use commercially reasonable efforts to lift any injunction prohibiting, upon the occurrence and during the continuance of an Event of Defaultor any other legal bar to, the Administrative Agent is empowered Merger or any of the other Contemplated Transactions. Each party shall provide the other with a copy of each proposed filing with or other submission to request any Governmental Body relating to any of the appointment of Contemplated Transactions, and shall give the other party a receiver from any court of competent jurisdictionreasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. Such receiver Each party shall be instructed promptly deliver to seek from the Governmental Authority an involuntary transfer of control other a copy of each such Governmental Approval for filing or other submission made, each notice given and each Consent obtained during the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsPre-Closing Period.

Appears in 2 contracts

Samples: Merger Agreement (Zilog Inc), Merger Agreement (Ixys Corp /De/)

Regulatory Approvals. Promptly, (a) Subject to and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply accordance with the provisions of this subsection Section 6.4, each of the Parties shall use commercially reasonable efforts to obtain (and shall cooperate fully with the other Parties in obtaining) as promptly as practicable the Company Approvals, the Buyer Approvals and all other authorizations, consents, clearances, orders, expirations, waivers or terminations of any applicable waiting periods and approvals of all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement or any of the other Transaction Documents and applicable Laws to consummate and make effective the Transactions as promptly as practicable and in any event no later than the Outside Date. Buyer shall pay all filing fees in connection with Buyer Approvals, and Seller shall pay all filing fees for all Company Approvals; provided, however, that Buyer, on the one hand, and Seller, on the other hand, will each pay at the time of filing one half of any fees required with respect to any filings made pursuant to the HSR Act. (b) As promptly as practicable (and, in the case of filings required to be made pursuant to the HSR Act, not later than five Business Days following the date of this Agreement), Seller and Buyer shall promptly make all filings and notifications with all Government Entities that may be or may become necessary or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions. (c) Seller and Buyer may not, without the consent of the others Parties (which consent shall not be unreasonably withheld, delayed or conditioned), (i) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Government Entity with additional time to review any or all of the Transactions or (ii) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Government Entity. Seller and Buyer shall use commercially reasonable efforts to supply as promptly as practicable and advisable any information and documentary material that may be requested pursuant to any applicable Laws in connection with such filings or submissions. (d) Subject to applicable Laws relating to the sharing of information, Seller and Buyer shall promptly notify each other of any communication Seller or Buyer, as applicable, receives from any Government Entity (other than communications for purely logistical purposes) and, subject to the proviso below in this clause (d), permit the other Party to review in advance any proposed applications, notices, submissions, filings related to any pre-Closing period, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) by such Party, as applicable, to any Government Entity and shall provide such other Party with copies of all applications, notices, submissions (including above referenced filings), undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) between such Party, as applicable, or any of its Representatives, on the one hand, and any Government Entity or members of the staff of any Government Entity, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement and the other Transaction Documents, except with respect to Taxes (which are covered by Section 6.10(b)). Except with respect to Taxes (which are covered by Section 6.10(b)) and subject to the proviso below in this clause (d), Seller and Buyer shall not agree to participate in any substantive meeting or discussion with any Government Entity relating to the matters that are the subject of this Agreement (including in respect of satisfying or obtaining the Buyer Approvals and the Company Approvals) or any of the other Transaction Documents unless, to the extent practicable, such Party consults with such other Parties in advance and, to the extent permitted by such Government Entity, gives such other Parties the opportunity to attend and participate at such meeting or discussion. Seller and Buyer shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as each may reasonably request in connection with the foregoing and shall keep each other informed of the status of discussions relating to obtaining or concluding the Buyer Approvals and the Company Approvals; provided, however, that the foregoing shall not require Seller and Buyer or any of their respective Affiliates (i) to disclose any information that in the reasonable judgment of such Party or any of its Affiliates (as the case may be) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality, (ii) to disclose any privileged information or confidential competitive information of such Party or any of its Affiliates or (iii) to disclose the valuation of, or any communications, analyses or other work product regarding the valuation of, the Securities, the Company or the Company’s assets or any other communications, analyses or other work product regarding the desirability or feasibility of the Transactions or similar transactions involving the Securities, the Company or the Company’s assets. None of the Parties shall be required to comply with any provision of this Section 6.4(d) to the extent that such compliance would be inadequate prohibited by applicable Law. (e) Seller and that such failure would not Buyer shall use their reasonable best efforts to (i) cause the early termination or the expiration of the applicable waiting periods under the HSR Act and any other applicable Laws with respect to the Transactions as promptly as is reasonably practicable, (ii) resolve any objections as may be adequately compensable asserted by any Government Entity with respect to the Transactions and (iii) contest and resist any action or proceeding instituted (or threatened in damageswriting to be instituted) by any Government Entity challenging the Transactions as violating any applicable Law; provided, such Obligor agrees that the covenants contained however, nothing in this subsection may Section 6.4 or elsewhere in this Agreement shall require, or be specifically enforcedconstrued to require, and such Obligor hereby waives and agrees not Buyer, the Company, Seller or any of their respective Subsidiaries or Affiliates to assert make, proffer, propose, negotiate, offer to effect or consent, commit or agree to any defenses against an action for specific performance sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate any assets, licenses, businesses or interest of such covenantsBuyer, the Company, Seller or any of their respective Subsidiaries or Affiliates. None of the Company, Seller or any of their respective Subsidiaries or Affiliates shall take, or agree to take, any of the actions described in this clause (e) without the prior written consent of Buyer.

Appears in 2 contracts

Samples: Securities Purchase Agreement (EnLink Midstream Partners, LP), Securities Purchase Agreement

Regulatory Approvals. PromptlyEach party shall use its 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 Offer, the Merger and the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required submit promptly any additional information requested by law to acquire any such Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security AgreementBody. Without limiting the generality of the foregoing, if an Event the Company and Parent shall, promptly after the date hereof, prepare and file any notifications required under any applicable antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement. The Company and Parent shall respond as promptly as practicable to any inquiries or requests received from any antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of Default the Company and Parent shall (a) give the other party prompt notice of the commencement or threat of commencement of any Proceeding by or before any Governmental Body with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement, (b) keep the other party informed as to the status of any such Proceeding or threat, and (c) promptly inform the other party of any communication to or from any Governmental Body regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement. Except as may be prohibited by any Governmental Body or by any Law, (x) each party will consult and cooperate with the other, and will consider in good faith the views of the other, in connection with any analysis, appearance, presentation, memorandum, brief, Proceeding under or relating to any foreign, federal or state antitrust or fair trade Law, and (y) in connection with any such Proceeding, each party will permit authorized Representatives of the other to be present at each meeting or conference relating to any such Proceeding and to have occurred access to and be continuingconsulted in connection with any document, each Obligor opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action which that limits its freedom of action with respect to its or the Administrative Agent may reasonably request in order Subsidiaries’ ability to transfer and assign to the Administrative Agent, operate or to such one or more third parties as the Administrative Agent may designate, or to a combination retain any of the foregoingbusinesses, each Government Approval product lines or assets of the Company or any Subsidiary, provided, however, that any such Obligor. To enforce the provisions of this subsection, action is conditioned upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request consummation of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsOffer.

Appears in 2 contracts

Samples: Merger Agreement (Norstan Inc), Merger Agreement (Black Box Corp)

Regulatory Approvals. Promptly, (a) Each of the parties hereto shall cooperate and at its expense, execute and deliveruse their respective reasonable best efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statementsaction, and to do, or cause to be done as promptly as practicable, all other documents things necessary, proper and papers advisable under applicable Laws, to consummate and make effective as promptly as practicable the Administrative Agent may reasonably request Transactions, including providing any notices to any Person required in connection with the consummation of the Transactions, and as may obtaining any licenses, consents, waivers, approvals, authorizations, qualifications and Governmental Orders necessary to consummate the Transactions; provided, that in no event shall any party be required by law to acquire pay any Governmental Approval material fee, penalty or the other consideration to obtain any license, Permit, consent, approval, registrationauthorization, qualification or authorization waiver required under any Contract for the consummation of the Transactions (other than fees or expenses payable to the SEC in connection with the Transactions, including the Registration Statement, filing fees payable pursuant to the HSR Act or other Competition Laws, and any other ordinary course filing fees in connection with Governmental Filings required to consummate the Transactions). Subject to appropriate confidentiality protections and applicable Competition Laws, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of the parties hereto shall cooperate with one another and use their reasonable best efforts to prepare all necessary documentation (including furnishing all information (i) required under any applicable Competition Laws or other applicable Laws or (ii) requested by a Governmental Entity pursuant to applicable Competition Laws) to effect promptly all necessary filings with any Governmental Entity and to obtain all necessary, proper or advisable actions or nonactions, approvals consents, waivers, exemptions and approvals of any Governmental Entity necessary to consummate the Transactions. Each party hereto shall provide to the other Person deemed necessary parties copies of all correspondence between it (or appropriate for its advisors) and any Governmental Entity relating to the effective exercise of Transactions or any of the rights matters described in this Section 8.07. Each of the parties hereto shall promptly inform the other of any substantive oral communication with, and provide copies of any written communications with, any Governmental Entity regarding any such filings or any such transaction, unless prohibited by reasonable request of any Governmental Entity. No party hereto shall independently participate in any meeting or substantive conference call with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the meeting or substantive conference call and, to the extent permitted by such Governmental Entity, the opportunity to attend or participate. In the event a party is prohibited from participating in or attending any meeting or substantive conference call, the participating party shall keep the other party promptly and reasonably apprised with respect thereto, to the extent permitted by applicable Law. To the extent permissible under applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under Competition Laws or other applicable Laws. Any documents or other materials provided pursuant to this Section 8.07(b) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or other competitively sensitive material or personally-identifiable information or other sensitive personal or financial information, and the parties may, as each deems advisable, reasonably designate any material provided under this Security AgreementSection 8.07 as “outside counsel only material.” Such “outside counsel only materials” and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Notwithstanding the foregoing, neither party shall be obligated to share with the other party documents responsive to items 4(c) and 4(d) on the Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act. (c) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuingundertakings pursuant to this Section 8.07, each Obligor party hereto shall take any action which the Administrative Agent may reasonably request in order use reasonable best efforts to transfer and assign provide or cause to be provided (including, with respect to filings pursuant to the Administrative AgentHSR Act, or by its “Ultimate Parent Entities”, as that term is defined in the HSR Act) as promptly as reasonably practicable to any Governmental Entity information and documents relating to such one party as requested by such Governmental Entity or more third parties as the Administrative Agent may designatenecessary, proper or advisable to a combination permit consummation of the foregoingTransactions, each Government Approval including filing any notification and report form and related material required under the HSR Act and any other filing or notice that may be required with any other Governmental Entity as promptly as reasonably practicable after the date hereof (and, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), and thereafter to respond as promptly as reasonably practicable to any request for additional information or documentary material relating to such Obligor. To enforce party that may be made (including under the provisions of this subsection, upon the occurrence HSR Act and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval similar Competition Law regarding preacquisition notifications for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferredcompetition reviews). Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointedCompany and Purchaser shall supply as promptly as practicable any additional information and documentary material relating to such party that may be requested by any Governmental Entity and furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required applications, andnotices, if such Obligor shall refuse to authorize the transfer, its approval registrations and requests as may be required or advisable to be filed with any Governmental Entity (including, with respect to Purchaser and its Affiliates, providing financial information and certificates as well as personal information of senior management or control persons, and making individuals with appropriate seniority and expertise available to participate in discussions or hearings). Purchaser shall cause the filings made by it (or by its Ultimate Parent Entity, if applicable) under the court. Upon HSR Act to be considered for grant of “early termination,” and make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. (d) Purchaser shall provide, or cause to be provided, all agreements, documents, instruments, affidavits, statements or information that may be required or requested by any Governmental Entity relating to (i) Purchaser and its Affiliates (including any of its, or its Affiliates’, directors, officers, employees, partners, members or shareholders), (ii) all Persons who are deemed or may be deemed to “control” Purchaser and its Subsidiaries within the occurrence meaning of applicable Mortgage Laws and continuance (iii) Purchaser’s and its Affiliates’ structure, ownership, businesses, operations, regulatory and legal compliance, assets, liabilities, financing, financial condition or results of an Event operations, or any of Defaultits or their directors, such Obligor shall further officers, employees, partners, members or shareholders. (e) If any objections are asserted with respect to the Transactions under any applicable Law or if any Action is instituted by any Governmental Entity or any private party challenging any of the Transactions as violative of any applicable Law, each of the parties hereto shall, at the sole cost and expense of Purchaser, cooperate with one another in good faith and use its their reasonable best efforts to: (i) oppose or defend against any action to assist prevent or enjoin consummation of this Agreement (and the Transactions), and (ii) take such action as reasonably necessary to overturn any regulatory action by any Governmental Entity to prevent or enjoin consummation of this Agreement (and the Transactions), including by defending any Action brought by any Governmental Entity in obtaining order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental ApprovalsEntity or private party may have to any of the Transactions under such applicable Law so as to permit the consummation of the Transactions in their entity. (f) Notwithstanding the foregoing, Purchaser shall, and shall cause its controlled Affiliates to, take any and all actions necessary to obtain any authorization, consent or approval of a Governmental Entity (including in connection with any Governmental Filings) necessary or advisable so as to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event, no later than the Outside Date) and to resolve, avoid or eliminate any impediments or objections, if requiredany, for that may be asserted with respect to the Transactions under any action Law, or transaction contemplated by this Security Agreementto otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree, judgment, preliminary or permanent injunction that would otherwise have the effect of preventing, prohibiting, restricting, or delaying the consummation of the Transactions, including: (i) proposing, without limitationnegotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the preparationsale, execution divestiture, licensing or disposition of, or holding separate of, businesses, product lines, rights or assets of Purchaser or its controlled Affiliates (including the Company and filing with the Governmental Authority its Subsidiaries) or any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such Obligorbusinesses, product lines, rights or assets) and (ii) otherwise taking or committing to take actions that after the Closing Date would limit Purchaser’s portion or its controlled Affiliates’ (including the Company’s and its Subsidiaries’), freedom of any necessary action with respect to, or appropriate application for the approval its ability to retain or control, one or more of the transfer businesses, product lines, rights or assignment assets of Purchaser and its controlled Affiliates (including the Company and its Subsidiaries) or interest therein, in each case as may be required in order to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event no later than the Outside Date). (g) From the date of this Agreement until Closing, neither Purchaser nor any of its controlled Affiliates shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition could in any material respect (individually or in the aggregate): (i) impose any delay in obtaining, or increase the risk of not obtaining, consents of a Governmental Entity necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of a Governmental Entity seeking or entering a Governmental Order prohibiting the consummation of the Transactions, (iii) increase the risk of not being able to remove any such Governmental Order on appeal or otherwise, or (iv) otherwise prevent or delay the consummation of the Transactions. (h) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Seller-Side Party to (i) take, or cause to be taken, any action with respect to Blackstone or any of its Affiliates, including any Governmental Approvalaffiliated investment funds or any portfolio company (as such term is commonly understood in the private equity industry) of Blackstone or any of its Affiliates, including selling, divesting or otherwise disposing of, or conveying, licensing, holding separate or otherwise restricting or limiting its freedom of action with respect to, any assets, business, products, rights, licenses or investments, or interests therein, other than with respect to the Company and its Subsidiaries, or (ii) provide, or cause to be provided, (A) nonpublic or other confidential financial or sensitive personally identifiable information of Blackstone, its Affiliates or its or their respective directors, officers, employees, managers or partners, or its or their respective control persons’ or direct or indirect equityholders’ and their respective directors’, officers’, employees’, managers’ or partners’ (each of the foregoing Persons, a “Blackstone Related Person”) nonpublic or other confidential financial or sensitive personally identifiable information (other than such Obligor. Because each Obligor agrees information with respect to the officers and directors of the Company which may be provided to a Governmental Entity on a confidential basis) or (B) any other nonpublic, proprietary or other confidential information of a Blackstone Related Person that exceeds the Administrative Agent’s remedy at law for failure scope of such Obligor to comply with the provisions of this subsection would be inadequate and information that such failure would not be adequately compensable Blackstone Related Person has historically supplied in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsconnection with a similar governmental filing or notification.

Appears in 2 contracts

Samples: Transaction Agreement (Replay Acquisition LLC), Transaction Agreement (Replay Acquisition Corp.)

Regulatory Approvals. Promptly(a) Without limiting the generality of Section 6.3, as soon as reasonably practicable (and in any event within ten (10) Business Days) following the date hereof, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act, and at its expenseParent shall file comparable pre-merger notification filings, execute forms and deliversubmissions with any Governmental Authority that is required by the Antitrust Laws of the Specified Jurisdiction. Each of Parent and the Company shall use reasonable best efforts to promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information or documents that may be required in order to effectuate such filings, and (iii) comply with any request for additional information made by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts to make, or cause to be executed made, as soon as reasonably practicable and deliveredafter consultation with the other party, all applicationsan appropriate response in compliance with such request. Neither Parent nor the Company shall commit or agree (or permit their respective Subsidiaries or Affiliates to commit or agree) with any Governmental Authority to stay, certificatestoll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, instrumentswithout the prior written consent of the other (such consent not to be unreasonably withheld or delayed). Parent shall have the right to direct, registration statementslead, and make final decisions regarding all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire communications with any Governmental Approval or Authority and strategy relating to the consent, approval, registration, qualification or authorization HSR Act and any other Antitrust Laws of any other Person deemed necessary jurisdiction in connection with the transactions contemplated hereby consistent with its obligations hereunder, subject to prior good faith consultation with the Company. (b) Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub or appropriate for the effective exercise of any of their Subsidiaries shall be required to, and the rights under this Security Agreement. Without limiting Company and its Subsidiaries may not, without the generality prior written consent of the foregoingParent, if an Event of Default shall have occurred and be continuingbecome subject to, each Obligor shall consent to, or offer or agree to, or otherwise take any action which the Administrative Agent may reasonably request in with respect to, any requirement, condition, limitation, understanding, agreement or order to transfer and assign to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Administrative AgentCompany, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or to such one (iii) impose any restriction, requirement or more third parties as limitation on the Administrative Agent may designate, or to a combination operation of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action business or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including business of the Company, the Surviving Corporation, Parent, Merger Sub or any Governmental Approval) of their respective Subsidiaries; provided that, if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such Obligor. Because each Obligor agrees that requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Administrative Agent’s remedy at law for failure of such Obligor to comply with Company in the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that event the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsClosing occurs.

Appears in 2 contracts

Samples: Merger Agreement (Fusion-Io, Inc.), Merger Agreement (Sandisk Corp)

Regulatory Approvals. Promptly(a) Subject to the terms and conditions of this Agreement, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts, and at its expenseshall cooperate fully with such other Parties, execute and deliverto take, or cause to be executed and deliveredtaken, all applicationsactions and to do, certificatesor cause to be done, instrumentsall things reasonably necessary, registration proper or advisable under applicable Laws and regulations to consummate the Transactions (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the Transactions, including using its commercially reasonable efforts to (i) prepare and promptly file all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all Permits, Consents, approvals, authorizations, registrations, waivers, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities to satisfy the consummation of the Transactions and to fulfill the conditions to the Closing and (iii) execute and deliver any additional instruments necessary to consummate the Transactions. (b) In furtherance and not in limitation of Section 8.12(a), to the extent required under the HSR Act or any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or that are designed to prohibit, restrict or regulate actions that may risk national security (collectively, “Antitrust Laws”), each of SPAC, Holdings and the Company agrees, and shall cause its Subsidiaries and Affiliates, to make any required filing or application under Antitrust Laws, as applicable, including preparing and making an appropriate filing pursuant to the HSR Act, at such Party’s sole cost and expense (including with respect to any filing fees), with respect to the Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other documents actions reasonably necessary, proper or advisable to cause the granting of approval or consent by the Governmental Authority as soon as practicable. Each of SPAC, Holdings and papers the Administrative Agent may Company shall, in connection with its commercially reasonable efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other of such Parties or their respective Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person, (ii) keep such other Parties reasonably request informed of any material communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) permit a Representative of such other Parties and their respective outside counsel to review any material communication given by it to, and consult with each other in advance of any material meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of such other Parties the opportunity to attend and participate in such meetings and conferences, (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, each attending Party shall keep such Party promptly and reasonably apprised with respect thereto and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory, competitive or national security related argument, and responding to requests or objections made by any Governmental Authority. (c) If any objections are asserted with respect to the Transactions under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions, each of SPAC, Holdings and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. (d) Prior to the Closing, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other third party as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any consummation by such Party or its Affiliates of the rights Transactions or required as a result of the execution or performance of, or consummation of the Transactions, by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such commercially reasonable efforts. With respect to Holdings, during the Interim Period, each of SPAC, Holdings and the Company shall use its commercially reasonable efforts to cause Holdings to qualify as “foreign private issuer” as such term is defined under this Security Agreement. Without limiting Exchange Act Rule 3b-4 and to maintain such status through the Closing. (e) Notwithstanding the generality of the foregoing, if an Event each of Default SPAC, Holdings and the Company shall have occurred use its, and be continuingshall cause its Affiliates to use their, commercially reasonable efforts to consummate the transactions contemplated by the Subscription Agreements, including using its, and causing its Affiliates to use their, commercially reasonable efforts to enforce its or their rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Holdings the applicable purchase price under each Obligor shall take PIPE Investor’s applicable Subscription Agreement in accordance with its terms. None of SPAC, Holdings or the Company, without the prior written consent of such other Parties, permit or consent to any action which the Administrative Agent may reasonably request amendment, supplement or modification to or any waiver (in order to transfer and assign to the Administrative Agentwhole or in part) of any provision or remedy under, or to such one or more third parties as the Administrative Agent may designateany replacements of, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Subscription Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 2 contracts

Samples: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)

Regulatory Approvals. PromptlyThe Parties will cooperate with each other and use all reasonable efforts to promptly prepare all necessary documentation, to effect all necessary filings and at its expenseto obtain all necessary permits, execute consents, waivers, approvals and deliverauthorizations of the SEC, the Regulatory Authorities and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall any of the Investors Parties be required to agree to any prohibition, limitation, or cause other requirement that would prohibit or materially limit the ownership or operation by any of the Investors Parties of all or any material portion of the business or assets of Roma Financial or any Roma Subsidiary, compel any of the Investors Parties to be executed dispose of or hold separate all or any material portion of the business or assets of Roma Financial or any Roma Subsidiary, continue in effect after the Effective Time the OCC Agreement or any provision thereof, or otherwise materially impair the value of Roma Financial to Investors Bancorp (together, a “Burdensome Condition”). The Parties will furnish each other and deliveredeach other’s counsel with all information concerning themselves, all applicationstheir Subsidiaries, certificatesdirectors, instruments, registration statements, officers and all shareholders and such other documents and papers the Administrative Agent may reasonably request and matters as may be required by law to acquire necessary or advisable in connection with the Proxy Statement-Prospectus and any Governmental Approval Member Proxy Statement and any application, petition or the consent, approval, registration, qualification or authorization of any other Person deemed necessary statement or appropriate for application made to any Regulatory Authority or Governmental Entity in connection with the effective exercise of any of Mergers, and the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction other transactions contemplated by this Security Agreement. Roma Financial shall have the right to review the information relating to Roma Financial and any Roma Subsidiary, including, without limitation, the preparation, execution and which appear in any filing made in connection with the Governmental transactions contemplated by this Agreement with any Regulatory Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) Entity. Investors Bancorp shall give Roma Financial and its counsel the opportunity to review each filing prior to its being filed with a Regulatory Authority and shall give Roma Financial and its counsel the opportunity to review all regulatory filings, amendments and supplements to such filings and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, a Regulatory Authority. Investors Bancorp will furnish to Roma Financial copies of such Obligor. Because each Obligor agrees that all documents, statements and reports as it files with any Regulatory Authorities with respect to the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsMergers.

Appears in 2 contracts

Samples: Merger Agreement (Investors Bancorp Inc), Merger Agreement (Roma Financial Corp)

Regulatory Approvals. Promptly(a) The parties hereto shall use their reasonable best efforts, and at its expensecooperate with each other, execute to promptly prepare and deliverfile all necessary documentation, or cause to be executed and delivered, effect all applications, certificatesnotices, instrumentspetitions, registration statementsamendments, filings and refilings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the Merger. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other documents on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and papers any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party, including any Governmental Entity, in connection with the Administrative Agent may transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably request and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (b) Parent and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be required reasonably necessary or advisable in connection with the Proxy Statement-Prospectus, the S-4 or any other statement, filing, notice or application made by law or on behalf of Parent, the Company or any of their respective Subsidiaries to acquire any Governmental Approval Entity in connection with the Merger and the other transactions contemplated by this Agreement. (c) Parent and the Company shall promptly furnish each other with copies of written communications received by Parent or the consentCompany, approvalas the case may be, registrationor any of their respective Subsidiaries, qualification Affiliates or authorization Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of any other Person deemed necessary this Agreement) from, or appropriate for the effective exercise of delivered by any of the rights under this Security Agreement. Without limiting the generality foregoing to, any Governmental Entity in respect of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantshereby.

Appears in 2 contracts

Samples: Merger Agreement (Republic First Bancorp Inc), Merger Agreement (Pennsylvania Commerce Bancorp Inc)

Regulatory Approvals. PromptlyEach of Fox Chase and Univest will cooperate with the other and use commercially reasonable efforts to promptly prepare all necessary documentation, to effect all necessary filings and at to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties or Governmental Entities, necessary to consummate the transactions contemplated by this Agreement and Univest will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof (provided that Fox Chase has timely provided all information requested in writing by Univest or its expensecounsel, execute within forty-five (45) days after the date hereof). Fox Chase and deliverUnivest will furnish each other and each other’s counsel with all information concerning themselves, or cause to be executed their subsidiaries, directors, officers and delivered, all applications, certificates, instruments, registration statements, shareholders and all such other documents and papers the Administrative Agent may reasonably request and matters as may be required necessary or advisable in connection with any application, petition or any other statement or application made by law or on behalf of Fox Chase or Univest to acquire any Bank Regulator or Governmental Approval Entity in connection with the Merger or the consentBank Merger, approval, registration, qualification or authorization of any and the other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement, including, without limitation, . Fox Chase shall have the preparation, execution right to review and approve in advance all characterizations of the information relating to Fox Chase and any Fox Chase Subsidiary which appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority Entity. Univest shall give Fox Chase and its counsel the opportunity to review and comment on each filing prior to its being filed with a Bank Regulator and shall give Fox Chase and its counsel the opportunity to review and comment on all regulatory filings, amendments and supplements to such filings and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, a Bank Regulator. Univest shall notify Fox Chase promptly of such Obligor’s portion the receipt of any necessary or appropriate application for the approval of the transfer or assignment comments of any portion of the assets (including any Governmental Approval) of Bank Regulator with respect to such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsfilings.

Appears in 2 contracts

Samples: Merger Agreement (Univest Corp of Pennsylvania), Merger Agreement (Fox Chase Bancorp Inc)

Regulatory Approvals. PromptlyEach Obligor shall promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval Approvals or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any reasonable action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection Section would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection Section may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 2 contracts

Samples: Security Agreement, Security Agreement (Lazydays Holdings, Inc.)

Regulatory Approvals. PromptlyBayer is solely responsible for obtaining and maintaining all necessary Regulatory Approvals from all Regulatory Authorities necessary for the performance of the Manufacturing Services at the Bayer Facility. Purchaser is solely responsible for obtaining and maintaining all Regulatory Approvals necessary to further process, and at its expense, execute and deliver, distribute or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers sell the Administrative Agent may reasonably Products. Each Party shall upon request and as may reasonably necessary provide all documents or information requested by the other Party to support the other Party’s efforts to obtain, maintain, or defend Regulatory Approvals to manufacture, further process, distribute or sell the Products and/or will modify its operations or facilities as required to permit the other Party to obtain, maintain, or defend necessary Regulatory Approvals to manufacture, further process, distribute and sell the Products; provided if the modifications to operations or facilities requested by a Party are modifications which would require the other Party to change the manner of operations existing as of the date of this Agreement or to add facilities not in place as of the date of this Agreement, such Party will reimburse the other Party’s reasonable direct costs in making such modifications and the Parties shall engage in good faith negotiations to adjust the price set forth in Section 3.1 to reflect the increase or decrease of ongoing costs of processing the Products hereunder resulting from any such modifications; provided further that if the Parties cannot reach an agreement to adjust the price pursuant to this Section 5.4 despite such good faith negotiations, (i) if the requested modifications will affect only the Product operations of such Party at either the Bayer Facility or the Purchaser’s Facility, as applicable, the matter shall be resolved in accordance with Section 12.9, or (ii) if the requested modifications will, in the sole discretion of the affected Party, adversely affect in any material manner other operations of such Party at either the Bayer Facility or the Purchaser’s Facility, as applicable, separate from the Product operations of such Party at either the Bayer Facility or the Purchaser’s Facility, as applicable, such Party shall not be required by law to acquire make any Governmental Approval such modifications until the Parties reach such agreement; provided further such Party will have no obligation to reimburse the other Party for any maintenance, repair or the consent, approval, registration, qualification replacement of existing facilities or authorization of any other Person deemed necessary or appropriate for the effective exercise substitution of their equivalent or for any increases in costs associated with the other Party’s conduct of operations in a fashion similar to or equivalent to the manner in which those operations were being conducted in the absence of such request as of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions date of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 2 contracts

Samples: Manufacturing Agreement (Talecris Biotherapeutics Holdings Corp.), Manufacturing Agreement (Talecris Biotherapeutics Holdings Corp.)

Regulatory Approvals. Promptly(a) Subject to the terms and conditions of this Agreement, and at each Constituent Corporation will use its expense, execute and deliverbest efforts to take, or cause to be executed and deliveredtaken, all applicationsactions reasonably necessary or advisable under applicable law to consummate the Merger, certificates, instruments, registration statements, and all other documents and papers including (i) making or causing to be made the Administrative Agent may reasonably request and as may be filings required by law with respect to acquire the Merger as promptly as it practicable, (ii) complying, as promptly as is reasonably practicable, with any Governmental Approval requests received from a governmental body by such Constituent Corporation with respect to the Merger, and (iii) resolving any formal or informal objections of any governmental body with respect to any such filings or the consentMerger. (b) The Constituent Corporations covenant and agree that if any required regulatory approval to consummate the Merger is denied or not obtained, approvalthe Constituent Corporations will use their best efforts to work together to restructure the Merger to achieve or acquire all required regulatory approvals, registrationit being agreed that in all such instances the benefits sought to be delivered by the Constituent Corporations from the Merger, qualification financial or authorization otherwise, will not change as a result of such restructuring. (c) Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporations of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 11 and shall permit the other Person deemed necessary or appropriate for the effective exercise Constituent Corporations to review in advance any proposed communication by such Constituent Corporations to any governmental body in connection therewith. No Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any of such matter unless it consults with the rights under this Security Agreementother Constituent Corporations in advance and, to the extent permitted by such governmental body, gives the other Constituent Corporations the opportunity to attend and participate at such meeting. Without limiting the generality of the foregoing, if an Event of Default shall have occurred The Constituent Corporations will coordinate and be continuing, cooperate fully with each Obligor shall take other in exchanging such information and providing such assistance any action which the Administrative Agent other Constituent Corporation may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing connection with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained matters set forth in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.Section

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement

Regulatory Approvals. Promptly(a) Subject to the terms and conditions of this Agreement, and at each Constituent Corporation will use its expense, execute and deliverbest efforts to take, or cause to be executed and deliveredtaken, all applicationsactions reasonably necessary or advisable under applicable law to consummate the Merger, certificates, instruments, registration statements, and all other documents and papers including (i) making or causing to be made the Administrative Agent may reasonably request and as may be filings required by law with respect to acquire the Merger as promptly as is practicable, (ii) complying, as promptly as is reasonably practicable, with any Governmental Approval requests received from a governmental body by such Constituent Corporation with respect to the Merger, and (iii) resolving any formal or informal objections of any governmental body with respect to any such filings or the consentMerger. (b) The Constituent Corporations covenant and agree that if any required regulatory approval to consummate the Merger is denied or not obtained, approvalthe Constituent Corporations will use their best efforts to work together to restructure the Merger to achieve or acquire all required regulatory approvals, registrationit being agreed that in all such instances the benefits sought to be delivered by the Constituent Corporations from the Merger, qualification financial or authorization otherwise, will not change as a result of such restructuring. (c) Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporation of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 13 and shall permit the other Person deemed necessary or appropriate for Constituent Corporation to review in advance any proposed communication by such Constituent Corporation to any governmental body in connection therewith to the effective exercise extent permitted by applicable law. No Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any of such matter unless it consults with the rights under this Security Agreementother Constituent Corporation in advance and, to the extent permitted by such governmental body, gives the other Constituent Corporation the opportunity to attend and participate at such meeting. Without limiting the generality of the foregoing, if an Event of Default shall have occurred The Constituent Corporation will coordinate and be continuing, cooperate fully with each Obligor shall take other in exchanging such information and providing such assistance any action which the Administrative Agent other Constituent Corporation may reasonably request in order to transfer connection with the matters set forth in this Section 13. The Constituent Corporations will provide each other with copies of all correspondence, filings, or communications between them or any of their representatives, on the one hand, and assign any governmental body or members of its staff, on the other hand, with respect to the Administrative Agent, or foregoing to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required extent permitted by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsapplicable law.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement

Regulatory Approvals. PromptlyEach party hereto shall cooperate and prepare and file as soon as practicable, but in any event within fifteen (15) days of the date of this Agreement, all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and at its expenseobtain all permits, execute licenses, and deliverother governmental authorizations, consents and approvals necessary or advisable to obtain the Required Regulatory Approvals. The parties further agree to use reasonable best efforts (i) to take any action, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable Law, including those specified in Sections 9.3(a) and 9.3(b) and (ii) to satisfy any conditions imposed by any Governmental Authority in all final and nonappealable Governmental Orders. Each of the parties shall respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation. Each of the parties shall use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or cause to be executed and deliveredtrade or telecom regulation Law (including the Communications Act of 1934, all applicationsthe HSR Act, certificates, instruments, registration statementsif applicable, and all other documents the Exon-Xxxxxx Amendment) that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and papers effecting, by consent decree, hold separate order or otherwise, the Administrative Agent may reasonably request and sale, divestiture or disposition of such assets or businesses of Parent or its Affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign obtain the Required Regulatory Approvals and, if applicable, all required approvals under the HSR Act as soon as reasonably possible, to avoid the Administrative Agententry of, or to such one effect the dissolution of, any injunction, temporary restraining order or more third parties as other order in any suit or proceeding, which would otherwise have the Administrative Agent may designateeffect of preventing or delaying the Closing Date, or to a combination of and defending through litigation on the foregoingmerits, each Government Approval of such Obligor. To enforce the provisions of this subsectionincluding appeals, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any claim asserted in any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsparty.

Appears in 2 contracts

Samples: Transaction Agreement (Sk Telecom Co LTD), Transaction Agreement (Virgin Mobile USA, Inc.)

Regulatory Approvals. Promptly(a) Licensee shall use Commercially Reasonable Efforts to submit registration dossiers to the relevant Regulatory Authorities with respect to all necessary Regulatory Approvals in each Major Country. (b) Licensee shall have the right to obtain Regulatory Approvals, which shall be held by and in the name of Licensee, and at Licensee shall own all Submissions and Data in connection therewith. All pricing, formulary and marketing approvals shall also be obtained by and in the name of Licensee, and Licensee will be the principal interface and will otherwise handle all interactions with Regulatory Authorities concerning any Licensed Products including, to the extent legally possible, being the sole contact with such Regulatory Authorities, subject to the rights of Xxxxx under this Section 4.4. (c) Each Party shall have full access to and the right to reference any NDAs and/or their foreign equivalent based on Immune Modulator owned by the other Party, its expenseAffiliates, execute and deliverand/or sublicensees or any third party filing such NDAs and/or their foreign equivalent on behalf of such Party, its Affiliates, or cause its sublicensees; provided, however, that such rights are subject to the prior written consent of the Person owning the NDA or foreign equivalent as the case may be executed and deliveredany information contained therein. In the event that a Party or its Affiliates is the owner of such NDA or foreign equivalent as the case may be or information contained therein, all applications, certificates, instruments, registration statementssuch Party shall not, and all other documents and papers shall cause its Affiliates not to, unreasonably withhold or delay consent. In the Administrative Agent may event that a third party is the owner of such NDA or foreign equivalent or information contained therein, the Parties agree to reasonably request and as may be required by law cooperate to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed obtain such necessary or appropriate for the effective exercise of any of the rights under this Security Agreementthird party consents. Without limiting the generality of Notwithstanding the foregoing, if an Event the rights granted to a Party to access and reference any NDAs and/or their foreign equivalent, as contemplated herein, shall not extend to such Party’s sublicensees without the prior written consent of Default the Person owning the NDA or foreign equivalent, such consent to be at the sole discretion of such owning Person. (d) To the extent not prohibited by law or regulation, Xxxxx shall have occurred right to have one (1) representative (i) attend (but not participate in) any material meetings between Licensee and be continuingany Regulatory Authority with respect to Licensed Products and (ii) listen to (but not participate in) any material telephone conversation between Licensee and any Regulatory Authority with respect to Licensed Products that is pre-scheduled between Licensee and the relevant Regulatory Authority. Licensee will use reasonable efforts (i) to provide Xxxxx with as much advance notice of any such meeting or telephone call as is reasonably possible in the circumstances and, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign (ii) to the Administrative Agentextent reasonably possible, to provide Xxxxx, at least five (5) business days before any such meeting, with copies of all documents, correspondence and other materials which are relevant to the matters to be addressed at any such meeting or in any such telephone call (it being understood that in no event will the provisions of clause (i) or (ii) of this sentence require Licensee to such one delay any meeting or more third parties as the Administrative Agent may designate, or telephone call with a Regulatory Authority). Licensee will also provide Xxxxx with access to a combination all exchanges of material correspondence related to activities conducted pursuant to this Agreement with any Regulatory Authority. Notwithstanding the foregoing, each Government Approval of such Obligor. To enforce Licensee will have sole discretion as to the provisions of this subsection, upon regulatory strategy and decision-making for any Licensed Product. (e) Licensee shall have the occurrence sole right to obtain all pricing and during reimbursement approvals in all countries in the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver Territory in which Licensed Products shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantssold.

Appears in 2 contracts

Samples: Non Exclusive License Agreement (Coley Pharmaceutical Group, Inc.), Non Exclusive License Agreement (Coley Pharmaceutical Group, Inc.)

Regulatory Approvals. Promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if If an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent Secured Party may reasonably request in order to transfer and assign to the Administrative AgentSecured Party, or to such one or more third parties as the Administrative Agent Secured Party may designate, or to a combination of the foregoing, each Government Governmental Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Secured Party is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative AgentSecured Party’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 2 contracts

Samples: Security Agreement (Premier, Inc.), Security Agreement (Premier, Inc.)

Regulatory Approvals. Promptly(a) TPB and SDI shall each promptly execute and file, or join in the execution and filing of, any application, notification, or other document that may be necessary in order to obtain the authorization, approval, expiration, or termination of any waiting period or Consent of any Governmental Body that may be reasonably required or advisable in connection with the consummation of the Contemplated Transactions. (b) TPB and SDI shall each use its commercially reasonable efforts to obtain all such authorizations, approvals, expirations or terminations of waiting periods, and at Consents as promptly as possible after the execution of this Agreement, including the expiration or termination of the waiting period under the HSR Act, or under foreign competition Laws, with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, to the extent not completed prior to the date hereof, TPB and SDI shall each use its expense, execute and delivercommercially reasonable efforts to make, or cause to be executed and deliveredmade, all applications, certificates, instruments, registration statementsfilings required of it or any of its respective Affiliates under the HSR Act and foreign competition Laws with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable, and all in any event shall file a Notification and Report Form pursuant to the HSR Act 15 Business Days after the execution of this Agreement, and any other documents filing or notification required pursuant to any foreign competition Law within 15 Business Days after the execution of this Agreement. TPB and papers SDI shall furnish promptly to the Administrative Agent may Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice and any other requesting governmental authority additional information reasonably request requested pursuant to the HSR Act or any foreign competition Laws in connection with such filings. (c) TPB and SDI shall each use its commercially reasonable efforts to resolve objections, if any, as may be required asserted by law to acquire any Governmental Approval Body with respect to the Contemplated Transactions under any applicable antitrust Laws, including responding promptly to and complying with any requests for information relating to this Agreement or any initial filings required under the consentHSR Act, approvaland any other additional filings (“Merger Notification Filings”) from any Governmental Body charged with enforcing, registrationapplying, qualification administering, or authorization investigating any antitrust Laws. (d) Notwithstanding anything to the contrary herein, (i) TPB shall not have any obligation to litigate or contest any such Legal Proceeding or order resulting therefrom and (ii) TPB shall not be under an obligation to make proposals, execute or carry out agreements, or submit to orders providing for (A) the sale, license, divestiture, or other disposition or holding separate of any other Person deemed necessary assets of TPB or appropriate for any of its respective Affiliates, (B) the effective exercise imposition of any limitation or restriction on the ability of the rights under this Security Agreement. Without limiting the generality TPB or any of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order its respective Affiliates to transfer and assign to the Administrative Agentfreely conduct its business, or (C) any limitation or regulation on the ability of TPB or any of its Affiliates to such one or more third parties as the Administrative Agent may designate, or to a combination exercise full rights of the foregoing, each Government Approval ownership of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsSDI.

Appears in 2 contracts

Samples: Merger Agreement (Turning Point Brands, Inc.), Merger Agreement (Standard Diversified Inc.)

Regulatory Approvals. PromptlyEach of SBBX and PFS will cooperate with the other and use best efforts to promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement, and at its expensePFS and Provident Bank will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof, execute and deliverno later than forty-five (45) days after the date hereof; provided, however, that in no event shall PFS or Provident Bank be required to agree to any prohibition, limitation, or cause other requirement that would (i) prohibit or materially limit the ownership or operation by PFS or Provident Bank of all or any material portion of the business or assets of SBBX or any SBBX Subsidiary, (ii) compel PFS or Provident Bank to be executed dispose of or hold separate all or any material portion of the business or assets of SBBX or any SBBX Subsidiary, (iii) impose a material compliance burden, penalty or obligation on PFS or Provident Bank resulting from noncompliance by SBBX or any SBBX Subsidiary with its regulatory obligations or (iv) otherwise materially impair the value of SBBX and deliveredthe SBBX Subsidiaries to PFS and Provident Bank (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). SBBX and PFS will furnish each other and each other’s counsel with all applicationsinformation concerning themselves, certificatestheir subsidiaries, instrumentsdirectors, registration statements, officers and all shareholders and such other documents and papers the Administrative Agent may reasonably request and matters as may be required by law to acquire necessary or advisable in connection with the Proxy Statement-Prospectus and any Governmental Approval application, petition or the consent, approval, registration, qualification or authorization of any other Person deemed necessary statement or appropriate for application made by or on behalf of SBBX, PFS to any Bank Regulator or governmental body in connection with the effective exercise of any of Merger, and the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction other transactions contemplated by this Security Agreement, including, without limitation, . SBBX shall have the preparation, execution right to review and approve in advance any filing made in connection with the Governmental Authority of transactions contemplated by this Agreement with any governmental body. PFS shall give SBBX and its counsel the opportunity to review and comment on each filing prior to its being filed with a Bank Regulator or the SEC and shall give SBBX and its counsel the opportunity to review and comment on all regulatory filings, amendments and supplements to such Obligor’s portion of any necessary filings and all responses to requests for additional information and replies to comments prior to their being filed with, or appropriate application for sent to, a Bank Regulator or the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsSEC.

Appears in 2 contracts

Samples: Merger Agreement (Sb One Bancorp), Merger Agreement (Provident Financial Services Inc)

Regulatory Approvals. Promptly(a) Subject to the terms and conditions herein, and at each party hereto agrees to use its expense, execute and deliverreasonable best efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statementsaction, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws to consummate and make effective as promptly as practicable the Transaction. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other documents parties such necessary information and papers the Administrative Agent reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of the parties shall cooperate with one another in good faith and use its reasonable best efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act or other Competition Laws) to effect promptly all necessary filings and to obtain all consents, waivers and approvals necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall provide to the other parties copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity relating to the Transaction or any of the matters described in this Section 7.3. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Without limiting the obligations of Buyer pursuant to this Section 7.3, Buyer shall (i) control the strategy for obtaining any consents, waivers and approvals from any Governmental Antitrust Entity in connection with the Transaction and (ii) control the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Body in connection with the Transaction and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Body relating to the Transaction and of all other regulatory matters incidental thereto; provided that Buyer shall consult and cooperate with the Seller Representative with respect to such strategy, positions and requested regulatory action (including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Competition Laws) and consider the Seller Representative’s views in good faith. (c) Without limiting the generality of the undertakings pursuant to this Section 7.3, the parties hereto shall provide or cause to be provided as promptly as practicable to any Governmental Antitrust Entity information and documents requested or required to be submitted by any Governmental Antitrust Entity, including filing any notification and report form and related material required under the HSR Act or any other applicable Competition Law at a date to be mutually agreed by the parties (but not to exceed thirty (30) days from the execution of this Agreement without the written consent of the Seller Representative), and thereafter to respond promptly to any request for additional information or documentary material that may be made and use best efforts to obtain early termination of the waiting period under the HSR Act and to obtain required approval under any other applicable Competition Law, as set forth in Section 3.4(b) of the Company Disclosure Letter. Fees associated with filings required by the HSR Act and any other applicable Competition Law shall be borne by Buyer. (d) Further, each of the parties hereto shall take any and all actions necessary to resolve such objections, if any, as may be asserted by any Governmental Antitrust Entity with respect to the Transaction under any Competition Law. In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging the Transaction as in violation of any Competition Law, each of the parties hereto shall cooperate and use its best efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transaction, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Buyer and the Seller Representative decide that litigation is not in their respective best interests. Buyer and the Companies shall take any and all actions necessary as may be required to cause the expiration of the notice periods under the HSR Act or other Competition Laws with respect to the Transactions reasonably promptly, and in any case, prior to the Outside Date. In connection with and without limiting the foregoing, each of Buyer and the Companies agree to promptly take any and all steps necessary to avoid or eliminate each and every impediment under any Competition Laws that may be asserted by law to acquire any Governmental Approval Antitrust Entity, so as to enable the parties to close the Transaction reasonably promptly and, in any case, prior to the Outside Date. The parties hereto shall cooperate and work together in good faith in an effort to cause the expiration of the notice periods under the HSR Act or the consent, approval, registration, qualification or authorization of any other Person deemed necessary Competition Laws prior to December 31, 2017, or appropriate for the effective exercise of any of the rights under this Security Agreementas promptly as practicable thereafter. Without limiting the generality of the foregoing, Buyer shall: (i) at Buyer’s sole cost, comply with all restrictions and conditions, if an Event any, imposed or requested by any (A) Governmental Antitrust Entity with respect to Competition Laws in connection with granting any necessary clearance or terminating any applicable waiting period including (1) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Default shall have occurred Buyer, its Affiliates, Panadero Corp or any of its Subsidiaries contemporaneously with or after the Closing and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order regardless as to transfer and assign whether a third party Buyer has been identified or approved prior to the Administrative AgentClosing (a “Divestiture”), (2) taking or committing to take such other actions that may limit Buyer, its Affiliates, Panadero Corp or any of its Subsidiaries’ freedom of action with respect to, or its ability to such retain, one or more third parties as the Administrative Agent may designateof its operations, divisions, businesses, products lines, customers or assets, and (3) entering into any Order, consent decree or other agreement to a combination effectuate any of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of foregoing or (B) third party in connection with a receiver from Divestiture; (ii) terminate any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval Contract or other business relationship as may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for obtain any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion necessary clearance of any necessary Governmental Antitrust Entity or appropriate application for to obtain termination of any applicable waiting period under any Competition Laws; and (iii) not extend any waiting period or enter into any agreement or understanding with any Governmental Antitrust Entity without the approval prior written consent of the transfer Companies (not to be unreasonably withheld, conditioned or assignment of any delayed). (e) The parties hereto shall not, and shall cause their respective Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation could reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Antitrust Entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Antitrust Entity entering an Order prohibiting the consummation of the transactions contemplated hereby; (iii) increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) delay or prevent the consummation of the transactions contemplated hereby. (f) The parties hereto shall take promptly, in the event that any permanent or preliminary injunction or other Order is entered or becomes reasonably foreseeable to be entered in any Legal Proceeding that would make the consummation of the Transaction in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Transaction, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by subsection (d)) necessary to vacate, modify or suspend such injunction or order so as to permit such consummation. (g) Notwithstanding the foregoing or any Governmental Approvalother provision of this Agreement (including Sections 7.3(d) and (f)), (1) none of the Sellers, the Seller Representative, Panadero Corp or any of its Subsidiaries shall, without Buyer’s prior written consent, take or commit to take any of the actions listed in clauses (i)–(iii) of Section 7.3(d) or any actions contemplated by Section 7.3(f) and (2) the Sellers, the Seller Representative, Panadero Corp and any of its Subsidiaries shall, at Buyer’s written request, take or commit to take any of the actions listed in clauses (i)–(iii) of Section 7.3(d) or any actions contemplated by Section 7.3(f), in each case so long as such Obligor. Because each Obligor agrees that actions are conditioned on the Administrative Agent’s remedy at law for failure closing of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsTransaction.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Martin Marietta Materials Inc)

Regulatory Approvals. Promptly5.2.1 As between the Parties, Mersana shall be solely responsible for, and at its expense, execute and deliver, or cause to be executed and deliveredshall solely own, all applications, certificates, instruments, registration statementsapplications for Regulatory Approval and Pricing Approval with respect to Licensed Products in the Mersana Territory and Licensee shall be solely responsible for, and shall solely own, all applications for Regulatory Approval and Pricing Approval with respect to Licensed Products in the Licensee Territory (to the extent consistent with Section 5.6 and the Pharmacovigilance Agreement, which shall govern with respect to required safety reports to Regulatory Authorities). Each Party will allow the other documents Party a reasonable opportunity to review and papers comment on all applications for Regulatory Approval (and not applications for Pricing Approvals) in the Administrative Agent may reasonably request United States, Canada, China, Russia and as may be required by law the Major Market Countries with respect to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization a Licensed Product in advance of submission of any other Person deemed necessary such application for Regulatory Approval by such Party or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoingits Affiliates, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, licensees or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforcedSublicensees, and such Obligor hereby waives Party will, and agrees will cause its Affiliates, licensees or Sublicensees to, reasonably consider all comments timely provided by such other Party in connection therewith. 5.2.2 To the extent permitted by the applicable Regulatory Authority, in connection with applications for Regulatory Approval (and not applications for Pricing Approval) in the United States, Canada, China, Russia and the Major Market Countries, each Party shall provide prior written notice reasonably in advance of, and the other Party shall have the right to assert any defenses against an action for specific performance have a designee participate in, meetings with such Regulatory Authorities being conducted by or on behalf of such covenantsParty or its Affiliates, licensees or Sublicensees, and the other Party shall have the right to participate in internal meetings or discussions of such Party or its Affiliates, licensees or Sublicensees (or the applicable portions thereof) occurring before or after, and related to, such meetings, and shall be provided with advance access to such Party’s materials prepared for such meetings. 5.2.3 Each Party, in connection with applications for Regulatory Approval (and not applications for Pricing Approval) in the United States, Canada, China, Russia and the Major Market Countries, shall also have the right to review and comment upon any material correspondence between the other Party or its Affiliates, licensees or Sublicensees and the Regulatory Authorities or their agents. 5.2.4 Each Party, in connection with applications for Regulatory Approval (and not applications for Pricing Approval) in the United States, Canada, China, Russia and the Major Market Countries, shall provide the other Party regularly prepared minutes of material meetings with any Regulatory Authority regarding Licensed Products in the Field conducted by or on behalf of such Party or its Affiliates, licensees or Sublicensees, and available material teleconference reports with any Regulatory Authority regarding Licensed Products in the Field conducted by or on behalf of such Party or its Affiliates, licensees or Sublicensees. 5.2.5 All materials provided under this Section 5.2 shall be deemed Confidential Information of the providing Party. 5.2.6 To the extent that any application for Regulatory Approval and Pricing Approval is a required safety report to a Regulatory Authority, this Section 5.2 shall not apply to such filing and Section 5.6 shall control with respect such filing.

Appears in 2 contracts

Samples: Development Collaboration and Commercial License Agreement (Mersana Therapeutics, Inc.), Development Collaboration and Commercial License Agreement (Mersana Therapeutics, Inc.)

Regulatory Approvals. PromptlyEach Party shall use reasonable best efforts to file or otherwise submit, and at its expense, execute and deliver, or cause to be executed and deliveredas soon as practicable after the date of this Agreement but no later than required by applicable Law, all applications, certificatesnotices, instruments, registration statementsreports and other documents reasonably required to be filed by such Party with or otherwise submitted by such Party to any Governmental Authority with respect to the Merger and the other Contemplated Transactions, and all other documents and papers the Administrative Agent may reasonably request and as may be required to submit promptly any additional information requested by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferredAuthority. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor Party shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its utilize reasonable best efforts to assist cooperate fully with the other Party in obtaining Governmental Approvalspromptly seeking to obtain all such required consents, if requiredauthorizations, for orders and approvals. The Parties hereto shall not take any action that will have the effect of delaying, impairing or transaction contemplated impeding the receipt of any required consents, authorizations, orders and approvals. The Parties shall each use their reasonable best efforts to resist any assertion that the Contemplated Transactions constitute a violation of antitrust or merger control Laws, rules or regulations. All filing fees which are due and owing upon respective filings under antitrust or merger control Laws shall be shared equally between the Company and Innovate. All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority with respect to or in connection with this Security Agreement, includingthe Merger and the other Contemplated Transactions shall be disclosed to counsel for the other Party hereunder in advance of any filing, without limitationsubmission or attendance, it being the preparationintent that the Parties will consult and cooperate with one another, execution and filing consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material,” and also may reasonably redact the material as necessary to (a) remove personally sensitive information, (b) remove references concerning the valuation of the Company and its Subsidiaries or Innovate and its Subsidiaries conducted in connection with the approval and adoption of this Agreement and the negotiations and investigations leading thereto, (c) comply with contractual arrangements, (d) prevent the loss of a legal privilege or (e) comply with applicable Law. To the extent reasonably practicable, each Party shall give notice to counsel for the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority of such Obligor’s portion or the staff or regulators of any necessary Governmental Authority with respect to the Merger and the other Contemplated Transactions, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or appropriate application for contact. In the approval event that any Legal Proceeding is commenced challenging the Merger or any of the transfer other Contemplated Transactions under antitrust, competition or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforcedmerger control Laws, and such Obligor hereby waives Legal Proceeding seeks, or would reasonably be expected to seek, to prevent the consummation of all or part of the Merger or the other Contemplated Transactions, the Parties shall cooperate with each other and agrees use their respective reasonable best efforts to contest any such Legal Proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Contemplated Transactions; provided that nothing in this sentence shall require any Party to divest any assets it owns as of the date hereof to the extent such divestiture would have a material and adverse effect on the businesses of the combined company following consummation of the Merger, taken as a whole. The Company shall file (if not previously filed) the OCS Notice with the OCS as required to assert any defenses against be made in connection with the contemplated transaction and Innovate shall execute and deliver to the Company an action for specific performance of such covenantsundertaking required under the Innovation Law.

Appears in 2 contracts

Samples: Merger Agreement (Innovate Biopharmaceuticals, Inc.), Merger Agreement (Innovate Biopharmaceuticals, Inc.)

Regulatory Approvals. PromptlyEach of Yardville and Acquirer will cooperate with the other and use all reasonable best efforts to promptly prepare all necessary documentation, to effect all necessary filings and at its expenseto obtain all necessary permits, execute consents, waivers, approvals and deliverauthorizations of the SEC, or cause the Bank Regulators and any other third parties and governmental bodies necessary to be executed consummate the transactions contemplated by this Agreement. Yardville and deliveredAcquirer will furnish each other and each other’s counsel with all information concerning themselves, all applicationstheir subsidiaries, certificatesdirectors, instruments, registration statements, officers and all stockholders and such other documents and papers the Administrative Agent may reasonably request and matters as may be required by law to acquire necessary or advisable in connection any Governmental Approval application, petition or the consent, approval, registration, qualification or authorization of any other Person deemed statement or application made by or on behalf of Yardville or Acquirer to any Bank Regulator or other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Yardville and Acquirer shall have the right to review and approve in advance all characterizations of the information relating to Yardville or Acquirer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made in connection with the transactions contemplated by this Agreement with any Bank Regulator or other Governmental Entity. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or appropriate for advisable to consummate the effective exercise of any transactions contemplated by this Agreement and each party will keep the other apprised of the rights under status of matters relating to completion of the transactions contemplated by this Security Agreement. Without limiting the generality of Notwithstanding the foregoing, if an Event of Default nothing contained herein shall have occurred and be continuing, each Obligor shall deemed to require Acquirer to take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agentaction, or commit to such one take any action, or more agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Yardville and its Subsidiaries, taken as a whole) on Acquirer, Yardville or the Administrative Agent may designateSurviving Corporation (a “Materially Burdensome Regulatory Condition”). In addition, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby Yardville agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence cooperate and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist Acquirer in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental ApprovalsEntities, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any that may be necessary or appropriate application for the approval advisable to effect any mergers and/or consolidations of Subsidiaries of Yardville and Acquirer following consummation of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsMerger.

Appears in 2 contracts

Samples: Merger Agreement (Yardville National Bancorp), Merger Agreement (Yardville National Bancorp)

Regulatory Approvals. Promptly(a) Upon the terms and subject to the conditions of this Agreement, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any each of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default parties shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in obtaining Governmental Approvalsorder to do, if requiredall things necessary, for proper or advisable under applicable Law (including under any action or transaction Antitrust Law and under any applicable Gaming Law) to consummate the transactions contemplated by this Security AgreementAgreement at the earliest practicable date, including, without limitation, : (i) causing the preparation, execution preparation and filing with of all forms, registrations and notices required to be filed to consummate the Governmental Authority Mergers and the taking of such Obligor’s portion actions as are necessary to obtain any requisite expiration or termination of any applicable waiting period under the HSR Act; (ii) taking the steps necessary or appropriate application for the approval desirable to obtain all consents, approvals (including Gaming Approvals) or actions of, make all filings with and give all notices to any Governmental Entity or any other Person required in order to permit consummation of the transfer transactions contemplated by this Agreement; (iii) defending all lawsuits and other proceedings by or assignment before any Governmental Entity challenging this Agreement or the consummation of the Mergers; and (iv) resolving any objection asserted with respect to the transactions contemplated under this Agreement raised by any Governmental Entity and preventing the entry of any portion court order, and vacating, lifting, reversing or overturning any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the assets transactions contemplated by this Agreement. (including any Governmental Approvalb) In furtherance and not in limitation of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of Section 5.7(a), each of the parties, as applicable, agrees to prepare and file as promptly as practicable, and in any event by no later than fifteen (15) Business Days from the date of this subsection would Agreement, an appropriate Notification and Report Form pursuant to the HSR Act. Each of the Company and Parent shall pay all of its own filing fees and other charges for the filings required under the HSR Act with respect to it and its Subsidiaries. (c) In furtherance and not in limitation of the provisions of Section 5.7(a), Parent and the Company agree to, and agree to cause their Affiliates and their respective directors, officers, partners, managers, members, principals and stockholders to, prepare and submit to the Gaming Authorities all applications and supporting documents necessary to obtain all required Gaming Approvals as promptly as practicable, and in any event no later than thirty (30) days from the date of this Agreement. (d) If any of the Parent Entities or the Company receives a request for information or documentary material from any Governmental Entity with respect to this Agreement or any of the transactions contemplated hereby, including but not limited to a Request for Additional Information or Documentary Material under the HSR Act or requests for supporting, supplemental, or additional documentation from any Gaming Authorities, then such party shall in good faith make, or cause to be inadequate made, as soon as reasonably practicable and that after consultation with the other parties, a response which is, at a minimum, in substantial compliance with such failure would not request. (e) The parties shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating with each other in connection with filings required to be adequately compensable made by any party under any Antitrust Law or applicable Gaming Law and liaising with each other in damagesrelation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any written communication with any Governmental Entity in relation to the transactions contemplated hereunder without first providing the other parties with a copy of such Obligor agrees that communication in draft form and giving such other parties a reasonable opportunity to discuss its content before it is filed with the covenants contained in this subsection may be specifically enforcedrelevant Governmental Entities, and such Obligor hereby waives and agrees not first party shall consider all reasonable comments timely made by the other parties in this respect; provided, however, that no party shall be required to assert provide the other parties with any defenses against an action for specific performance written communications with any Governmental Entity (or related materials) if such party reasonably determines that the disclosure of such covenantswritten communications with any Governmental Entity (or related materials) would be materially prejudicial to such party’s business; (ii) furnishing to the other parties all information within its possession that is required for any application or other filing to be made by the other parties pursuant to applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications (and, unless precluded by Law, providing copies of any such communications that are in writing) from or with any Governmental Entity with respect to the transactions contemplated by this Agreement and ensuring to the extent permitted by Law or Governmental Entity that each of the parties is entitled to attend any substantive meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement, unless a party has a reasonable basis to object to the presence of the other parties at any such meetings or appearances; (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the Antitrust Laws or applicable Gaming Laws; and (v) without prejudice to any rights of the parties hereunder, consulting and cooperating in all respects with the other in defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the transactions contemplated by this Agreement. (f) In addition, Parent and the Company shall take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws and/or applicable Gaming Laws to consummate the transactions contemplated by this Agreement as promptly as practicable, including using its reasonable best efforts to obtain as promptly as practicable the expiration or termination of all waiting periods and obtain all Permits and all other approvals and any other consents required to be obtained in order for the parties to consummate the transactions contemplated by this Agreement. (g) No actions taken pursuant to this Section 5.7 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. (h) Notwithstanding the foregoing, commercially, competitively and/or personal sensitive information and materials of a party will be provided to the other parties on an outside counsel-only basis, provided that the parties shall cooperate to enable appropriate communications to be made available to the other party with respect to such commercially or competitively sensitive information redacted if necessary.

Appears in 2 contracts

Samples: Merger Agreement (Isle of Capri Casinos Inc), Merger Agreement (Eldorado Resorts, Inc.)

Regulatory Approvals. PromptlyThe parties shall cooperate with each other and, subject to Section 6.1 and at its expenseSection 6.4, execute and deliveruse their respective reasonable best efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statementsactions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval things necessary, proper or the consentadvisable, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign subject to the Administrative Agentlimitations in this Section 6.7, or to such one or more third parties consummate and make effective, as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Defaultsoon as reasonably possible, the Administrative Agent is empowered to request Merger and the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointedother transactions contemplated by this Agreement, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its including using reasonable best efforts to assist (i) make or cause to be made, in obtaining consultation and cooperation with the other and as promptly as practicable after the date of this Agreement, any filing with the United States Department of Justice (“DOJ”) and the United States Federal Trade Commission (“FTC”) required under the HSR Act relating to the Merger (but in no event later than 15 Business Days after the date of this Agreement, unless otherwise agreed by counsel for the parties), a filing under the Investment Canada Act, and foreign direct investment filings with the applicable government authorities in Italy and Germany relating to the Merger and other required filings subject to further analysis; (ii) prepare and file a draft CFIUS Notice, and, after receipt of confirmation reasonably acceptable to both Parent and the Company that CFIUS has no further comments or inquiries related to the draft CFIUS Notice, Parent and the Company shall, as promptly as practicable after such receipt, submit the CFIUS Notice; (iii) prepare and file other necessary and advisable registrations, declarations, notices, petitions, applications and filings relating to the Merger, including the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations, with other Governmental Entities under antitrust, competition, foreign direct investment, trade regulation or similar Law as soon as reasonably practicable or where the ability to control timing of the registration, declaration, notice, petition, application or filing is not within the control of the submitting party, commence pre-submission consultation procedures for, any registrations, declarations, notices, petitions, applications and filings with such Governmental Entities (and thereafter make any other required submissions and respond as promptly as reasonably practicable to any requests for additional information or documentary material); (iv) obtain all Consents or nonactions from any Governmental Entity or other Person which are required to be obtained under any other antitrust, competition, foreign direct investment, trade regulation or similar Law in connection with the consummation of the Merger and the other transactions contemplated hereby, including the CFIUS Approval (collectively, the “Required Regulatory Approvals”); (v) seek to avoid or prevent the initiation of any investigation, if requiredinquiry, for claim, action, suit, arbitration, litigation or proceeding by or before any action Governmental Entity challenging the Merger or transaction the consummation of the other transactions contemplated by this Security Agreement; and (vi) furnish to the other all assistance, includingcooperation and information required for any such registration, without limitationdeclaration, notice or filing in order to achieve the preparation, execution effects set forth in the foregoing sub-clauses (i) and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsv).

Appears in 2 contracts

Samples: Merger Agreement (Desktop Metal, Inc.), Merger Agreement (Nano Dimension Ltd.)

Regulatory Approvals. Promptly(a) The Parent and the Holders agree that, at the request of the other party, from time to time, they shall cooperate with and assist each other to determine whether a Regulatory Approval is or would be required in connection with any proposed or potential exchange of the Preferred Shares pursuant to this Agreement or the Series B-1 Preferred Share Terms or Series B-2 Preferred Share Terms, as applicable, including cooperation from the Parent and the Holders in providing each other with such financial and other information as is required to assess whether the size of the transaction, size of the parties or other thresholds applicable to the determination of whether a Regulatory Approval are attained. (b) The Parent and the Holders agree that, at its expensethe request of the other party, execute from time to time, they shall cooperate with and deliverassist each other to obtain any Regulatory Approval that is determined by the Holders or the Parent, each acting reasonably and on the advice of counsel, to be required in connection with the exchange of the Preferred Shares pursuant to this Agreement or the Series B-1 Preferred Share Terms or Series B-2 Preferred Share Terms, as applicable, or in connection with the exercise of voting rights or Beneficiary Votes as contemplated in Section 6.2 of the Engaged Investor Rights Agreement and the Oaktree Investor Rights Agreement. Such mutual cooperation shall include: (i) using commercially reasonable efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statementsactions, and to do, or cause to be done, all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed things necessary or appropriate for the effective exercise of advisable under applicable Law to obtain any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties Regulatory Approval as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon promptly as practicable following the request of the receiver so appointedother party, including: (i) the preparation and filing of all forms, registrations and notifications required to be filed in connection with such Regulatory Approvals; (ii) satisfaction of any conditions required to obtain such Regulatory Approval; and (iii) obtaining (and cooperating with each other in obtaining) any consent, authorization, expiration or termination of a waiting period, permit, order or approval of, waiver or any exemption by, any Governmental Entity required to be obtained or made by the parties in connection with such Regulatory Approval; and (ii) keeping each other fully informed as to the status of and the processes and proceedings relating to obtaining any such Regulatory Approval and promptly notifying each other of any material communication from any Governmental Entity in respect of any Regulatory Approval and, if to the extent not precluded by such Obligor shall refuse Governmental Entity, giving the other parties the opportunity to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforcedreview drafts of, and such Obligor hereby waives provides final copies of, any submissions, correspondence or filings, and agrees not to assert attend and participate in any defenses against an action for specific performance of such covenantscommunications or meetings.

Appears in 2 contracts

Samples: Exchange and Support Agreement (Engaged Capital LLC), Exchange and Support Agreement (SunOpta Inc.)

Regulatory Approvals. Promptly(a) Subject to Section 7.1, promptly after the Effective Date, but taking into account the anticipated Closing Date, Seller and at its expense, execute and deliver, Texas Genco shall each file or cause to be executed filed with the Federal Trade Commission and deliveredthe Department of Justice all notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the Transactions. Seller and Texas Genco shall consult with each other as to the appropriate time of filing such notifications and shall agree in good faith upon the timing of such filings, all applications, certificates, instruments, registration statementsrespond promptly to any requests for additional information made by either of such agencies, and all use Commercially Reasonable Efforts to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. (b) Subject to Section 7.1, promptly after the Effective Date, Purchasers and Seller shall jointly submit applications to the NRC requesting the NRC Approvals, and the Parties shall respond promptly to any requests for additional information made by the NRC, cooperate in connection with any presentation or proceeding associated with such NRC application and use their respective Commercially Reasonable Efforts to cause the NRC Approvals to be obtained at the earliest possible date after the date of filing. The Parties shall consult with each other documents as to the appropriate time of filing such applications and papers shall agree in good faith upon the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or timing of such applications. Each Party will bear its own costs of the consent, approval, registration, qualification or authorization preparation of any such filing, and Purchasers (ratably in accordance with their Proportionate Shares), on the one hand, and Seller, on the other Person deemed necessary or appropriate for hand, will share equally the effective exercise cost of all filing fees with respect to any of NRC filings required to consummate the rights under this Security Agreement. Transactions. (c) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuingTexas Genco's undertakings pursuant to Section 7.5(a), each Obligor shall Purchaser shall: (i) take promptly any action which or all of the Administrative Agent may reasonably request in order to transfer and assign following actions to the Administrative Agentextent necessary to eliminate any concerns on the part of any Governmental Authority regarding the legality under any Law of such Purchaser's acquisition of the Purchased Assets: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to judicial or administrative orders, holding separate (through the establishment of a trust or otherwise) particular assets or categories of assets, or businesses, of such Purchaser or its Affiliates, or agreeing to such dispose of one or more third parties as assets or properties (whether owned by such Purchaser or its Affiliates) whether before or after the Administrative Agent may designateClosing; provided, however, that nothing in this Agreement shall require such Purchaser or its Affiliates to dispose of or sell assets or properties, hold separate particular assets or categories of assets, or businesses, or agree to a combination dispose of the foregoingor hold separate one or more assets or properties, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, except that Texas Genco or its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental ApprovalsAffiliates shall, if required, agree to dispose of or sell assets or properties with an aggregate fair market value of U.S. $10 million or less and agree to such reasonable undertakings necessary to consummate such dispositions or sales as a condition to eliminating a Governmental Authority's concerns regarding the legality under any Law of such Purchaser's acquisition of the Purchased Assets; (ii) use Commercially Reasonable Efforts (including taking the steps contemplated by Section 7.5(c)(i)) to prevent the entry in a judicial or administrative proceeding brought under any Law by any Governmental Authority or any other party for a permanent or preliminary injunction or other order that would make consummation of the Transactions unlawful or that would prevent or delay such consummation; (iii) take promptly, in the event that such an injunction or order has been issued in such a proceeding, any action and all Commercially Reasonable Efforts, including the appeal thereof or transaction the posting of a bond or the steps contemplated by Section 7.5(c)(i) necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Security Agreement; (iv) subject to Section 7.1, includinghave the primary responsibility for securing the transfer, without limitationreissuance, procurement or modification, as applicable, of the preparationPermits, execution Seller Licenses and filing STP Owners Licenses included in Purchaser's Required Regulatory Approvals effective as of the Closing Date. Seller shall use Commercially Reasonable Efforts to cooperate with each Purchaser's efforts in this regard and assist in any transfer of Transferable Permits; (v) take such actions, if required under the Acid Rain Requirements, to notify the USEPA, TCEQ and any other Governmental Authority of such Obligor’s portion the change of any necessary or appropriate application for the approval ownership of the transfer STP Interest and the appointment by each Purchaser of one or assignment of more replacement Designated Representative(s), effective at 12:00 a.m. on the day following the Closing Date; and (vi) take, along with Seller, all Commercially Reasonable Efforts, including executing any portion of required forms or providing appropriate notices to Governmental Authorities, in a timely fashion, for each Purchaser to obtain all, or the assets (rights to all, Emission Allowances that are to be transferred to it pursuant to Section 2.1(p), Section 2.1(q) and Section 2.1(r), including any Governmental Approval) of the right to receive such ObligorEmission Allowances that are to be allocated or issued in the future. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate Each Purchaser and Seller further acknowledge and agree that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection actions may be specifically enforcedrequired prior to, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantson or after the Closing Date.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Texas Genco Holdings Inc), Purchase and Sale Agreement (Aep Texas Central Co)

Regulatory Approvals. Promptly, (a) Each of the parties hereto shall cooperate and at its expense, execute and deliveruse their respective reasonable best efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statementsaction, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws, to consummate and make effective as promptly as practicable the Transactions, including providing any notices to any Person required in connection with the consummation of the Transactions, and obtaining any Permits, waivers, qualifications and Governmental Orders necessary to consummate the Transactions; provided, that in no event shall any party be required to pay any material fee, penalty or other documents consideration to obtain any Permit, qualification or waiver required under any Contract for the consummation of the Transactions (other than fees or expenses payable to the SEC in connection with the Transactions, including the Proxy Statement / Prospectus, filing fees payable pursuant to the HSR Act or other Antitrust Laws, and papers any other ordinary course filing fees in connection with Governmental Filings required to consummate the Administrative Agent Transactions). Subject to appropriate confidentiality protections and applicable Antitrust Laws, each Party shall furnish to the other Parties such necessary information and reasonable assistance as such other Parties may reasonably request in connection with the foregoing. (b) Each of the Parties shall cooperate with one another and as may be use their reasonable best efforts to prepare all necessary documentation (including furnishing all information (i) required under any applicable Antitrust Laws or other applicable Laws or (ii) requested by law a Governmental Authority pursuant to acquire applicable Antitrust Laws) to effect promptly all necessary filings with any Governmental Approval Authority and to obtain all necessary, proper or the consentadvisable actions or nonactions, approvalapprovals consents, registrationwaivers, qualification or authorization exemptions and approvals of any Governmental Authority necessary to consummate the Transactions. Each Party shall provide to the other Person deemed necessary Parties copies of all correspondence between it (or appropriate for its advisors) and any Governmental Authority relating to the effective exercise of Transactions or any of the rights matters described in this Section 9.01. Each of the Parties shall promptly inform the other of any substantive oral communication with, and provide copies of any written communications with, any Governmental Authority regarding any such filings or any such transaction, unless prohibited by reasonable request of any Governmental Authority. No Party shall independently participate in any meeting or substantive conference call with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other Parties prior notice of the meeting or substantive conference call and, to the extent permitted by such Governmental Authority, the opportunity to attend or participate. In the event a Party is prohibited from participating in or attending any meeting or substantive conference call, the participating Party shall keep the other Party promptly and reasonably apprised with respect thereto, to the extent permitted by applicable Law. To the extent permissible under applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under Antitrust Laws or other applicable Laws. Any documents or other materials provided pursuant to this Section 9.01(b) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or other competitively sensitive material or personally-identifiable information or other sensitive personal or financial information, and the Parties may, as each deems advisable, reasonably designate any material provided under this Security AgreementSection 9.01 as “outside counsel only material.” Such “outside counsel only materials” and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. Notwithstanding the foregoing, none of the Parties shall be obligated to share with the other Parties documents responsive to items 4(c) and 4(d) on the Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act. Without limiting the generality of the foregoingundertakings pursuant to this Section 9.01, each Party shall use reasonable best efforts to provide or cause to be provided (including, with respect to filings pursuant to the HSR Act, by its “Ultimate Parent Entities”, as that term is defined in the HSR Act) as promptly as reasonably practicable to any Governmental Authority information and documents relating to such Party as requested by such Governmental Authority or necessary, proper or advisable to permit consummation of the Transactions, including filing any notification and report form and related material required under the HSR Act and any other filing or notice that may be required with any other Governmental Authority as promptly as reasonably practicable after the date hereof (and, in the case of filings under the HSR Act, no later than ten (10) Business Days after the date hereof), and thereafter to respond as promptly as reasonably practicable to any request for additional information or documentary material relating to such party that may be made (including under the HSR Act and any similar Antitrust Law). Each of VOSO, the Founder and their Affiliates shall supply as promptly as practicable any additional information and documentary material relating to such Party that may be requested by any Governmental Authority and furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority (including, with respect to VOSO and its Affiliates, providing financial information and certificates as well as personal information of senior management or control persons, and making individuals with appropriate seniority and expertise available to participate in discussions or hearings). VOSO shall cause the filings made by it (or by its Ultimate Parent Entity, if an Event applicable) under the HSR Act to be considered for grant of Default shall have occurred “early termination,” and make any further filings pursuant thereto that may be continuingnecessary, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agentproper, or to such one or more third parties as the Administrative Agent may designate, or to a combination advisable in connection therewith. In furtherance and not in limitation of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of DefaultVOSO, the Administrative Agent is empowered Founder and their Affiliates shall provide, or cause to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointedprovided, andall agreements, if such Obligor shall refuse to authorize the transferdocuments, its approval instruments, affidavits, statements or information that may be required or requested by any Governmental Authority relating to VOSO and its Affiliates. (c) If any objections are asserted with respect to the court. Upon Transactions under any applicable Law or if any Action is instituted by any Governmental Authority or any private party challenging any of the occurrence Transactions as violative of any applicable Law, each of the Parties shall cooperate with one another in good faith and continuance of an Event of Default, such Obligor shall further use its their reasonable best efforts to: (i) oppose or defend against any action to assist prevent or enjoin consummation of this Agreement (and the Transactions), and (ii) take such action as reasonably necessary to overturn any regulatory action by any Governmental Authority to prevent or enjoin consummation of this Agreement (and the Transactions), including by defending any Action brought by any Governmental Authority in obtaining order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental ApprovalsAuthority or private party may have to any of the Transactions under such applicable Law so as to permit the consummation of the Transactions in their entity. (d) Notwithstanding the foregoing, VOSO shall, and shall cause its controlled Affiliates to, take any and all actions necessary to obtain any authorization, consent or approval of a Governmental Authority (including in connection with any Governmental Filings) necessary or advisable so as to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event, no later than the Termination Date) and to resolve, avoid or eliminate any impediments or objections, if requiredany, for that may be asserted with respect to the Transactions under any action Law, or transaction contemplated by this Security Agreementto otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree, judgment, preliminary or permanent injunction that would otherwise have the effect of preventing, prohibiting, restricting, or delaying the consummation of the Transactions, including: (i) proposing, without limitationnegotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the preparationsale, execution divestiture, licensing or disposition of, or holding separate of, businesses, product lines, rights or assets of VOSO or its controlled Affiliates (including the Company and filing with the Governmental Authority its Subsidiaries) or any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such Obligorbusinesses, product lines, rights or assets) and (ii) otherwise taking or committing to take actions that after the Closing Date would limit VOSO’s portion or its controlled Affiliates’ (including the Company’s and its Subsidiaries’), freedom of any necessary action with respect to, or appropriate application for the approval its ability to retain or control, one or more of the transfer businesses, product lines, rights or assignment assets of VOSO and its controlled Affiliates (including the Company and its Subsidiaries) or interest therein, in each case as may be required in order to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event no later than the Termination Date). (e) From the date of this Agreement until Closing, neither VOSO nor any of its controlled Affiliates shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition could in any material respect (including individually or in the aggregate): (i) impose any delay in obtaining, or increase the risk of not obtaining, consents of a Governmental ApprovalAuthority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period; (ii) increase the risk of a Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the Transactions; (iii) increase the risk of not being able to remove any such Obligor. Because each Obligor agrees that Governmental Order on appeal or otherwise; or (iv) otherwise prevent or delay the Administrative Agent’s remedy at law for failure consummation of such Obligor the Transactions. (f) Notwithstanding anything else contained herein to comply the contrary, VOSO shall pay, or cause to be paid, all filing fees payable by any Party pursuant to Antitrust Laws in connection with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsTransactions.

Appears in 1 contract

Samples: Merger Agreement (Virtuoso Acquisition Corp.)

Regulatory Approvals. Promptly(a) Subject to the terms and conditions of this Agreement, each of MGO, Holdings and HMI shall use its commercially reasonable efforts, and at its expenseshall cooperate fully with such other Parties, execute and deliverto take, or cause to be executed and deliveredtaken, all applicationsactions and to do, certificatesor cause to be done, instrumentsall things reasonably necessary, registration proper or advisable under applicable Laws and regulations to consummate the Transactions (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the Transactions, including using its commercially reasonable efforts to (i) prepare and promptly file all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all Permits, Consents, approvals, authorizations, registrations, waivers, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities to satisfy the consummation of the Transactions and to fulfill the conditions to the Closing and (iii) execute and deliver any additional instruments necessary to consummate the Transactions. (b) In furtherance and not in limitation of Section 8.14, to the extent required under the HSR Act or any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or that are designed to prohibit, restrict or regulate actions that may risk national security (collectively, “Antitrust Laws”), each of MGO, Holdings and HMI agrees, and shall cause its Subsidiaries and Affiliates, to make any required filing or application under Antitrust Laws, as applicable, including preparing and making an appropriate filing pursuant to the HSR Act, at such Party’s sole cost and expense (including with respect to any filing fees), with respect to the Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other documents actions reasonably necessary, proper or advisable to cause the granting of approval or consent by the Governmental Authority as soon as practicable. Each of MGO, Holdings and papers HMI shall, in connection with its commercially reasonable efforts to obtain all requisite approvals and authorizations for the Administrative Agent may Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other of such Parties or their respective Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person, (ii) keep such other Parties reasonably request informed of any material communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) permit a Representative of such other Parties and their respective outside counsel to review any material communication given by it to, and consult with each other in advance of any material meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of such other Parties the opportunity to attend and participate in such meetings and conferences, (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, each attending Party shall keep such Party promptly and reasonably apprised with respect thereto and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory, competitive or national security related argument, and responding to requests or objections made by any Governmental Authority. (c) If any objections are asserted with respect to the Transactions under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any of the Transactions as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of MGO, Holdings and HMI shall use its commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the Transactions including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private Person challenging the Transactions, each of MGO, Holdings and HMI shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions. (d) Prior to the Closing, each of MGO, Holdings and HMI shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or other Third Party as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any consummation by such Party or its Affiliates of the rights under this Security Agreement. Without limiting the generality Transactions or required as a result of the foregoingexecution or performance of, if an Event or consummation of Default the Transactions, by such Party or its Affiliates, and the other Parties shall have occurred and be continuingprovide reasonable cooperation in connection with such commercially reasonable efforts. With respect to Holdings, during the Interim Period, each Obligor of MGO, Holdings and HMI shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its commercially reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, cause Holdings to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsClosing.

Appears in 1 contract

Samples: Business Combination Agreement (MGO Global Inc.)

Regulatory Approvals. Promptly, (a) Each of Parent and at its expense, execute and deliver, Seller shall use their respective commercially reasonable efforts to (i) make or cause to be executed made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within ten Business Days after the date of this Agreement in the case of all filings required under the HSR Act and deliveredwithin four weeks in the case of all other filings required by other Antitrust Laws, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission ("FTC"), the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division") or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Parent shall be responsible for all filing fees and expenses associated with the required filings under the HSR Act; provided, however, in the event of a second request by the FTC, the Antitrust Division or any other Governmental Body in respect of such filings, all applications, certificates, instruments, registration statementsexpenses incurred in connection with responding to such requests shall be borne one-third by Seller and two-thirds by Parent. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Body. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 7.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Parent and Seller shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Txxxx Xxmmission Act, as amendxx, xxx any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the "Antitrust Laws"). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Seller and Parent shall use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all other documents available avenues of administrative and papers the Administrative Agent may reasonably request judicial appeal, unless, by mutual agreement, Parent and Seller decide that litigation is not in their respective best interests. Each of Parent and Seller shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary provided herein, neither Parent or Seller nor any of their respective Affiliates shall be required, in connection with the matters covered by law this Section 7.4, (i) to acquire pay any Governmental Approval amounts (other than the payment of filing fees and expenses and fees of counsel), (ii) to commence litigation (as opposed to defend litigation), (iii) to hold separate (including by trust or the consentotherwise) or divest any of its or its Affiliates' businesses, approvalproduct lines or assets, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting Purchased Assets, (iv) to agree to any limitation on the generality operation or conduct of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative AgentBusiness, or (v) to such one or more third parties as the Administrative Agent may designate, or to a combination waive any of the foregoing, each Government Approval of such Obligor. To enforce the provisions of conditions to this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist Agreement set forth in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsSection 9.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Darling International Inc)

Regulatory Approvals. Promptly(a) If necessary, Purchaser and at its expense, execute and deliver, Seller shall (i) use commercially reasonable efforts to make or cause to be executed made all filings required of each of them or any of their respective Affiliates under the HSR Act or other Antitrust Laws with respect to the Transactions as promptly as practicable and, in any event, within two (2) Business Days after entry of the Sale Order in the case of all filings required under the HSR Act and deliveredwithin ten Business Days in the case of all other filings required by other Antitrust Laws, all applications(ii) comply, certificatesto the extent practicable, instrumentsat the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, registration statementsdocuments, or other materials received by each of them or any of their respective subsidiaries from Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) or any other Governmental Body in respect of such filings or the Transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other documents inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any Transaction. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions. Each such party shall promptly inform the other parties hereto of any oral communication with, and papers provide copies of written communications with, any Governmental Body regarding any such filings or any Transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the Administrative Agent other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Seller and Purchaser may, as each deems advisable and necessary in good faith, reasonably designate any competitively sensitive material provided to the other under this Section 8.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Seller or Purchaser, as the case may reasonably request be). (b) Each of Purchaser and Seller shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the Transactions under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any Transaction is in violation of any Antitrust Law, each of Purchaser and Seller shall cooperate and use its commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Purchaser and Seller decide that litigation is not in their respective best interests; provided, that all expenses incurred with respect to such efforts shall be borne solely by Purchaser. Each of Purchaser and Seller shall use its commercially reasonable efforts to take such action as may be required by law to acquire any Governmental Approval or cause the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any expiration of the rights notice periods under the HSR Act or other Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Security Agreement. Without In connection with and without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence Purchaser and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby Seller agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse use its commercially reasonable efforts to authorize the transfer, its approval take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be required asserted by any Federal, state and local and non-United States antitrust or competition authority, so as to enable the court. Upon parties to close the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsTransactions as expeditiously as possible.

Appears in 1 contract

Samples: Asset Purchase Agreement (Essex Rental Corp.)

Regulatory Approvals. PromptlySo long as any Loan or any other -------------------- Obligation shall remain unpaid or any Lender shall have any Commitment under the Credit Agreement, each Grantor shall promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, statements and all other documents and papers the Administrative Collateral Agent may reasonably request and as may be required by law to acquire in connection with the obtaining of any Governmental Approval FCC Consents, State Consents or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or deemed by the Collateral Agent to be appropriate for the effective exercise of any of the its rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor Grantor shall take any action which the Administrative Collateral Agent may reasonably request in order to transfer and assign to the Administrative Collateral Agent, or to such one or more third parties as the Administrative Collateral Agent may designate, or to a combination of the foregoing, each FCC License, State License or other Government Approval of such ObligorGrantor. To enforce the provisions of this subsectionSection 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other Governmental Authority an involuntary transfer of control of each such FCC License, State License or other Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor Grantor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor Grantor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor Grantor shall further use its reasonable best efforts to assist in obtaining Governmental ApprovalsFCC Consents, State Consents or other governmental approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority FCC or other governmental authority of such Obligor’s Grantor's portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any FCC Licenses, State Licenses or other Governmental Approval) of such ObligorGrantor. Because each Obligor Grantor agrees that the Administrative Collateral Agent’s 's remedy at law for failure of such Obligor Grantor to comply with the provisions of this subsection Section 12 would be inadequate and that such failure would not be adequately compensable in damages, such Obligor Grantor agrees that the covenants contained in this subsection Section 12 may be specifically enforced, and such Obligor Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 1 contract

Samples: Security Agreement (Davel Communications Inc)

Regulatory Approvals. Promptly(a) In respect of the Competition Act Approval and the Investment Canada Act Approval, (i) within ten Business Days after the date of this Agreement or such other date as the Parties may reasonably agree, Gold Fields shall file with the Commissioner a submission requesting an Advance Ruling Certificate or, in the alternative, a No Action Letter; (ii) if an Advance Ruling Certificate or No Action Letter shall not have been obtained within 16 days following filing of Gold Fields’ submission, Gold Fields or Yamana may at any time thereafter, acting reasonably, notify the other Party that it intends to file a notification pursuant to subsection 114(1) of the Competition Act, in which case Gold Fields and Yamana shall each file their respective notifications pursuant to subsection 114(1) of the Competition Act as promptly as practicable but in any event within ten Business Days following the date Gold Fields or Yamana, as applicable, notified the other Party of its intention to file a notification; and (iii) within ten Business Days after the date of this Agreement or such other date as the Parties may reasonably agree, Gold Fields shall file with the responsible Minister with respect to the transactions contemplated by this Agreement an application for review under the Investment Canada Act, including Gold Fields’ proposed written undertakings to the Minister or his designees. (b) Gold Fields and Yamana shall, and at its expenseshall cause their respective Subsidiaries, execute as applicable, to, file, as promptly as practicable after the date of this Agreement, any other filings or notifications under any other applicable federal, provincial, state or foreign Law required to obtain any other Regulatory Approvals including, for the avoidance of doubt the approval of the SARB and deliver, or cause the JSE. (c) All filing fees (including any Taxes thereon) in respect of any filing made to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization Entity in respect of any other Person deemed necessary or appropriate for Regulatory Approvals shall be shared by the effective exercise of any of Parties equally. (d) The Parties shall use their commercially reasonable efforts to: (i) obtain the rights under this Security AgreementRegulatory Approvals at the earliest possible date. Without For greater certainty, but without limiting the generality of the foregoing, if the Parties shall request that the Regulatory Approvals be processed by the applicable Governmental Entity on an Event expedited basis and, to the extent that a public hearing is held, the Parties shall request the earliest possible hearing date for the consideration of Default shall have occurred and the Regulatory Approvals; (ii) respond promptly to any request for additional information or documentary materials made by any Governmental Entity in connection with the Regulatory Approvals; and (iii) make such further filings as may be continuingnecessary, proper or advisable in connection therewith. (e) With respect to obtaining the Regulatory Approvals, each Obligor of Gold Fields and Yamana shall take any action which cooperate with one another and shall provide such assistance as the Administrative Agent other Party may reasonably request in order connection with obtaining the Regulatory Approvals. In particular: (i) no Party shall extend or consent to transfer and assign any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity to not consummate the Administrative Agenttransactions contemplated by this Agreement, or to such one or more third parties as except upon the Administrative Agent may designate, or to a combination prior written consent of the foregoingother Party; (ii) the Parties shall exchange drafts of all submissions, correspondence, filings, presentations, applications, plans, consent agreements and other documents to be made or submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement, will consider in good faith any suggestions made by the other Party and its counsel and will provide the other Party and its counsel with final copies of all such submissions, correspondence, filings, presentations, applications, plans, consent agreements and other documents, and all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement; provided, however, that, subject to Section 5.7(f), information indicated by either Party to be competitively sensitive shall be provided on an external counsel-only basis; (iii) each Government Approval Party will keep the other Party and their respective counsel fully apprised of all written (including email) and oral communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and will not participate in such Obligor. To enforce communications or meetings without giving the provisions of this subsectionother Party and their respective counsel the opportunity to participate therein; provided, upon the occurrence and during the continuance of an Event of Defaulthowever, that, subject to Section 5.7(f), where competitively sensitive information may be discussed or communicated, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver other Party’s external legal counsel shall be instructed provided with any such communications or information on an external counsel-only basis and shall have the right to seek from participate in any such meetings on an external counsel-only basis; and (iv) each Party shall make available its Representatives, on the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the reasonable request of the receiver so appointedother Party and its counsel, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental the Regulatory Approvals, if requiredincluding by (i) making introductions to, and arranging meetings with, key stakeholders and leaders of Governmental Authorities and participating in those meetings, (ii) providing strategic input, including on any materials prepared for obtaining the Regulatory Approvals, and (iii) responding promptly to requests for support, documents, information, comments or input where reasonably requested in connection with the Regulatory Approvals. (f) With respect to Sections 5.7(e)(ii) and (iii) above, where a Party (in this Section 5.7 only, the “Disclosing Party”) provides any action submissions, communications, information, correspondence, filings, presentations, applications, plans, consent agreements or transaction other documents to the other Party (the “Receiving Party”) on an external counsel-only basis, the Disclosing Party shall also provide the Receiving Party with a redacted version of any such submissions, communications, information, correspondence, filings, presentations, applications, plans, consent agreements or other documents. (g) None of the Parties shall enter into any transaction, investment, agreement, arrangement or joint venture or take any other action, the effect of which would reasonably be expected to make obtaining the Regulatory Approvals materially more difficult or challenging, or reasonably be expected to materially delay the obtaining of the Regulatory Approvals. (h) The Parties shall use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to take or cause to be taken all actions necessary or advisable on their respective parts to consummate the transactions contemplated by this Security Agreement as promptly as practicable after the date of this Agreement, including, without limitation, . To the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees extent that the Administrative Agent’s remedy at law for failure of such Obligor Minister or his designees propose any amendments or require enhancements to comply with the provisions of this subsection would be inadequate proposed written undertakings contemplated in Section 5.7(a)(iii), Gold Fields shall use its commercially reasonable efforts to propose, negotiate and that such failure would not be adequately compensable in damages, such Obligor agrees that enter into undertakings necessary to obtain the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsInvestment Canada Act Approval.

Appears in 1 contract

Samples: Arrangement Agreement (Yamana Gold Inc.)

Regulatory Approvals. PromptlyDuring the continuance of an Event of Default, and each Debtor will, at its expense, promptly execute and deliver, or cause to be executed the execution and delivereddelivery of, all applications, certificates, instruments, registration statements, statements and all other documents and papers the Administrative Agent may reasonably request and or as may be required by applicable law to acquire in connection with the obtaining of any Governmental Approval or the consent, approval, registration, qualification or authorization of the FCC or of any other Governmental Authority or Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security AgreementAgreement or any other Fundamental Document. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor Debtor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such ObligorFCC License, Permit, other similar right or license or other agreement. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of DefaultSection, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other Governmental Authority or Person (as applicable) an involuntary transfer of control of each such Governmental Approval FCC License, Permit, similar right or license or other agreement for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor Debtor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, appointed and, if such Obligor a Debtor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor each Debtor shall further use its reasonable best efforts to assist in obtaining approval of the FCC or other Governmental ApprovalsAuthority or Person, if required, for any action or transaction transactions contemplated by this Security Agreement, Agreement or any other Fundamental Document including, without limitation, the preparation, execution and filing with the FCC or other Governmental Authority or Person of such Obligor’s the assignor's or transferor's portion of any application or applications for consent to the assignment of any FCC License, Permit, similar right or license or other agreement or the transfer of control necessary or appropriate application under the rules and regulations of the FCC or other Governmental Authority or otherwise for the approval of the transfer or assignment of any portion of the assets (including Collateral, together with any Governmental Approval) FCC License, Permit, similar right or license or other agreement. Each Debtor acknowledges that the assignment or transfer of such Obligor. Because each Obligor agrees that FCC License, Permit, similar right or license or other agreement is integral to the Administrative Agent’s 's and Lenders' realization of the value of the Collateral, that there is no adequate remedy at law for failure of such Obligor by a Debtor to comply with the provisions of this subsection would be inadequate Section and that such failure would cause irreparable injury not be adequately compensable in damages, such Obligor and therefore agrees that the covenants each and every covenant contained in this subsection Section may be specifically enforced, and such Obligor each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 1 contract

Samples: Credit and Security Agreement (General Communication Inc)

Regulatory Approvals. PromptlySo long as any Loan or any other Obligation shall remain unpaid, each Grantor, subject to the rights of the Senior Lenders as set forth in SECTION 31 hereof, shall promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, statements and all other documents and papers the Administrative Collateral Agent may reasonably request and as may be required by law to acquire in connection with the obtaining of any Governmental Approval consents from the FCC or any state authorities or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or deemed by the Collateral Agent to be appropriate for the effective exercise of any of the its rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor Grantor, subject to the rights of the Senior Lenders as set forth in SECTION 31 hereof, shall take any action which the Administrative Collateral Agent may reasonably request in order to transfer and assign to the Administrative Collateral Agent, or to such one or more third parties as the Administrative Collateral Agent may designate, or to a combination of the foregoing, each FCC License, State License or other Government Approval of such ObligorGrantor. To enforce the provisions of this subsectionSection 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Collateral Agent, subject to the rights of the Senior Lenders as set forth in SECTION 31 hereof, is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other Governmental Authority an involuntary transfer of control of each such FCC License, State License or other Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor Grantor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor Grantor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor Grantor shall further use its reasonable best efforts to assist in obtaining Governmental Approvalsthe consent of the FCC or any state authority or other governmental approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority FCC or other governmental authority of such Obligor’s Grantor's portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any FCC Licenses, State Licenses or other Governmental Approval) of such ObligorGrantor. Because each Obligor Grantor agrees that the Administrative Collateral Agent’s 's remedy at law for failure of such Obligor Grantor to comply with the provisions of this subsection Section 12 would be inadequate and that such failure would not be adequately compensable in damages, such Obligor Grantor agrees that the covenants contained in this subsection Section 12 may be specifically enforced, and such Obligor Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 1 contract

Samples: Security Agreement (Davel Communications Inc)

Regulatory Approvals. Promptly(a) Subject to the terms and conditions of this Agreement and the Implementation Agreement, each Party will cooperate with each other and at use (and shall cause their respective Subsidiaries and Representatives to use) its expense, execute and deliverreasonable best efforts to take, or cause to be executed and deliveredtaken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Merger and the other Transactions as soon as practicable after the date hereof, including (i) preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, certificatesnotices, instrumentspetitions, registration statements, filings and all other documents and papers the Administrative Agent may reasonably request (ii) using reasonable best efforts to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, registrations, approvals and as may authorizations necessary or advisable to be required by law to acquire obtained from any Governmental Approval Entity or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for in order to consummate the effective exercise of any of Merger and the rights under this Security Agreementother Transactions. Without limiting the generality In furtherance and not in limitation of the foregoing, if an Event subject to the terms and conditions of Default shall have occurred and be continuingthis Agreement, each Obligor Party agrees to make appropriate filings under any applicable Antitrust Laws, including a Notification and Report Form pursuant to the HSR Act (or an amendment to an existing filing) with respect to the Transactions as promptly as practicable, and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested by any Governmental Entity pursuant to any applicable Antitrust Law, including the HSR Act. Neither Broadcom nor the Company shall take or permit any of its Subsidiaries to take any action which that would reasonably be expected to prevent, materially impede or materially delay the Administrative Agent may reasonably request in order to transfer and assign consummation of the Transactions. (b) Subject to the Administrative Agent, or to such one or more third parties terms and conditions of this Agreement and applicable Law and except as the Administrative Agent may designate, or to a combination of the foregoingprohibited by any Governmental Entity, each Government Approval of such Obligor. To enforce Broadcom and the provisions of this subsectionCompany shall, upon in connection with the occurrence and during the continuance of an Event of Defaultefforts referenced in Section 6.2(a), the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations for the Transactions under the HSR Act or any other applicable Antitrust Law, (i) cooperate and consult with each other in obtaining connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental ApprovalsEntity, if requiredby promptly providing copies to the other Party of any such written communications, for and of any action material communication received or transaction given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (iii) permit the other Party to review in advance any communication that it gives to any Governmental Entity or other Person in connection with any investigation or proceeding under the Antitrust Laws; provided, however, that materials required to be provided pursuant to clauses (i), (ii), and (iii) may be redacted to the extent necessary to (A) remove references concerning the valuation of Broadcom, the Company or any of their respective Subsidiaries, and (B) comply with existing contractual obligations (provided, however, that the Party redacting such information shall use its reasonable best efforts to obtain the required consent of such third party to be able to disclose such information without such redaction). Broadcom shall, to the extent practicable and permitted by the relevant Governmental Authority, give the Company (through its counsel) the opportunity to attend and participate in all substantive meetings, telephone calls or discussions in respect of any filings, investigation (including settlement of the investigation), litigation or other inquiry. Notwithstanding anything in this Agreement to the contrary, Broadcom shall, on behalf of the Parties, control, direct and lead all communications, process and strategy relating to the matters contemplated by this Security AgreementSection 6.2 or otherwise relating to Antitrust Laws and be entitled to direct the defense of the Merger or any other Transactions or negotiations or litigation with any Governmental Entity or other Person relating to the matters contemplated by this Section 6.2 or otherwise relating to Antitrust Laws (provided that the Company shall not be prohibited by this Section 6.2(b) from complying with applicable Law), including, without limitation, the preparation, execution and filing subject to good faith consultations with the Company. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Authority of such Obligor’s portion of or any necessary or appropriate application for the approval Person in respect of the transfer matters contemplated by this Section 6.2, including any proposed settlement, consent decree, commitment or assignment remedy, or, in the event of any portion litigation, discovery, admissibility of the assets evidence, timing or scheduling, except as specifically requested by or agreed in writing with Broadcom. The Company shall support and cooperate with Broadcom in all such negotiations, discussions, litigation and other matters (including any Governmental Approvalmarketing and sale efforts) of such Obligor. Because each Obligor agrees that contemplated by this Section 6.2 to the Administrative Agent’s remedy at law for failure of such Obligor extent requested by Broadcom. (c) Subject to comply with the provisions terms and conditions of this subsection Agreement, the Parties shall contest and defend against the entry of, or use their respective reasonable best efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would be inadequate restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted in any court with respect to the transactions contemplated by this Agreement by the FTC, the DOJ or any other applicable Governmental Entity. (d) Without limiting the foregoing, the Broadcom Parties shall, and shall cause the Broadcom Subsidiaries to promptly take all actions necessary to (i) secure the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act and the other applicable Antitrust Laws and (ii) resolve any objections asserted with respect to the Transactions under applicable Antitrust Law raised by any Governmental Entity, in each case, to the extent necessary in order to prevent the entry of any Adverse Law or Order that such failure would prevent, prohibit, restrict or delay the consummation of the Transactions, including (A) proffering to, or agreeing to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agreeing to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time (1) the Company’s Wi-Fi networking processors and the Company’s radio frequency front-end (RFFE) components businesses or the assets thereof (the businesses and assets described in this Section 6.2(d)(A)(1), the “Divestiture Assets”, and the actions required by this Section 6.2(d)(A)(1), the “Required Actions”; for the avoidance of doubt, the Divestiture Assets shall not be adequately compensable in damagesinclude the Company’s and the Company Subsidiaries’ integrated products, such Obligor agrees that as the covenants contained Snapdragon products) (or to consent to any such sale, divestiture, lease, license, transfer, disposition or other encumbrance by the Company and any of the Company Subsidiaries of the Divestiture Assets) and (2) any other assets, licenses, operations, rights, product lines, businesses or interest therein of the Company and any of the Company Subsidiaries (or to consent to any such sale, divestiture, lease, license, transfer, disposition or other encumbrance by the Company and any of the Company Subsidiaries of any of their respective other assets, licenses, operations, rights, product lines, businesses or interest therein), (B) agreeing to any material changes (including through a licensing arrangement) or restriction on, or other impairment of any of the Broadcom Parties’ or any of the Broadcom Subsidiaries’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or any of the Broadcom Parties’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company, or (C) agreeing to other structural, behavioral or conduct relief with respect to the behavior of the Company and any of the Company Subsidiaries (each of the actions described in the preceding clauses (A), (B) and (C), a “Remedy Action”). Notwithstanding the foregoing or anything else in this subsection may Agreement to the contrary, in no event shall (I) the Company or any Company Subsidiary proffer, take or agree to take any Remedy Action without the prior written consent of Broadcom and (II) anything in this Agreement require, or be specifically enforcedconstrued to require, any of the Broadcom Parties, the Company, or any of their respective Subsidiaries to (x) other than the Required Actions, proffer, take or agree to take any Remedy Action to the extent any such Remedy Action would have or would reasonably be expected to have, individually or in the aggregate, a material and adverse effect on the business, assets, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole but deemed for this purpose to exclude the Divestiture Assets, or (y) proffer, take or agree to take any actions, including any Remedy Actions, with respect to any of the Broadcom Parties, any of the Broadcom Subsidiaries or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements. Broadcom shall be entitled to compel the Company or any of the Company Subsidiaries to take any of the actions referred to above (or agree to take such Obligor hereby waives and agrees not actions) so long as such actions are only effective after the Effective Time. (e) Notwithstanding anything in this Agreement to assert the contrary, nothing in this Agreement shall prohibit the Broadcom Parties or any defenses against an action for specific performance of such covenantstheir respective Subsidiaries from complying with their obligations under this Section 6.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Broadcom Cayman L.P.)

Regulatory Approvals. Promptly(a) Subject to Section 6.3(b) and Section 6.3(c) and the terms and conditions set forth in this Agreement, each of Purchaser and Sellers shall cooperate with the other and use their respective reasonable best efforts to (i) prepare and file as promptly as practicable, and at its expensein any event within the time prescribed by any applicable Law or Antitrust Law, execute all documentation to effect all necessary notices, reports and deliverother filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from, or cause renewed with, any Governmental Authority, in each case in order to be executed and deliveredconsummate as promptly as practicable the transactions contemplated by this Agreement, (ii) furnish as promptly as practicable all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and information to any Governmental Authority as may be required by law such Governmental Authority in connection with the foregoing and (iii) obtain all consents, registrations, approvals, permits and authorizations necessary, proper or advisable to acquire any Governmental Approval be obtained from, or the consentrenewed with, approval, registration, qualification or authorization of any other Person, in each case in order to consummate as promptly as practicable the transactions contemplated by this Agreement; provided that under no circumstances shall Purchaser or Sellers be required to make any payment to any Person deemed necessary or appropriate for to secure such Person’s consent. Notwithstanding the effective exercise of any of the rights under this Security Agreement. Without foregoing and without limiting the generality thereof, the Parties shall (a) prepare and file a notification with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with the Federal Trade Commission and the Antitrust Division of the foregoingUnited States Department of Justice within ten (10) Business Days from the date hereof, if an Event and (b) seek early termination of Default shall have occurred and be continuingany waiting periods under the HSR Act. (b) Subject to appropriate confidentiality protections, each Obligor Party shall take any action which furnish to the Administrative Agent other such necessary information and assistance as the other Party may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing connection with the Governmental Authority of such Obligor’s portion preparation of any necessary filings or appropriate application submissions for any Governmental Authority, and will keep the approval other Party reasonably informed with respect to any consent, authorization, order, approval, or exemption that is sought or received from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. Except as required by Law, each Party or its attorneys shall provide the other Party or its attorneys the opportunity to review and make copies of all correspondence, filings, communications or memoranda setting forth the transfer substance thereof between such Party or assignment its Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the transactions contemplated in this Agreement (omitting any information that constitutes a competitively sensitive business secret of either Party). Each Party shall give sufficient notice to the other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any portion of Governmental Authority in order to provide the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply other Party with the provisions opportunity to attend and participate in such meeting, discussion, appearance or contact. (c) Purchaser shall pay all filing fees in connection with any filings in connection with approvals of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that Governmental Authorities to the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantstransactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Concordia Healthcare Corp.)

Regulatory Approvals. Promptly(a) Buyer and Seller shall each promptly apply for, and at its expensetake all reasonably necessary actions to obtain or make, execute and deliver, or cause to be executed and deliveredas applicable, all applications, certificates, instruments, registration statementsOrders and Authorizations of, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire filings with, any Governmental Approval Entity or the consent, approval, registration, qualification or authorization of any other Person deemed necessary required to be obtained or appropriate made by it for the effective exercise of any consummation of the rights under transactions contemplated by this Security Agreement. Each party shall cooperate with and promptly furnish information to the other party necessary in connection with any requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, if an Event Buyer and Seller shall, as promptly as practicable and before the expiration of Default any relevant legal deadline, but in no event later than 10 Business Days following the execution of this Agreement, file with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (“DOJ”), the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall have occurred specifically request early termination of the waiting period prescribed by the HSR Act and be continuing(ii) any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws. Each of Seller and Buyer shall furnish to each Obligor shall take any action which other's counsel such necessary information and reasonable assistance as the Administrative Agent other may reasonably request in order connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Buyer and Seller shall each be responsible for one half of all filing and other similar fees payable in connection with such filings and for any local counsel fees. (b) Each of Buyer and Seller shall use its commercially reasonable efforts to transfer promptly obtain any clearance required under the HSR Act and assign to any Other Antitrust Laws for the Administrative Agentconsummation of the transactions contemplated by this Agreement. Each of Buyer and Seller shall keep the other apprised of the status of any communications with, and any inquiries or to requests for additional information from, the FTC and the DOJ and other Governmental Entities and shall comply promptly with any such one inquiry or more third parties as the Administrative Agent may designate, or to a combination of request. Notwithstanding the foregoing, each Government Approval of such Obligor. To enforce (i) Buyer shall not be required to (A) consent to the provisions of this subsectiondivestiture, upon license or other disposition or holding separate (through the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment establishment of a receiver from trust or otherwise) of any court of competent jurisdiction. Such receiver shall be instructed its or its Affiliates' assets or any Purchased Assets or (B) consent to seek from any other structural or conduct remedy or enter into any settlement or agree to any order regarding antitrust matters respecting the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement and (ii) Buyer and its Affiliates shall have no obligation to contest, administratively or in court, any Order or other action of any Governmental Entity or any other Person respecting the transactions contemplated by this Agreement; provided that each of Buyer and Seller shall both promptly respond to the DOJ or the FTC to any request for additional information. (c) Buyer and Seller shall instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include, includingbut are not limited to, without limitationcounsel's undertaking (i) to keep each other appropriately informed of communications from and to personnel of any Governmental Entity, the preparation, execution and filing (ii) to confer with the Governmental Authority each other regarding appropriate contacts with and response to personnel of such Obligor’s portion of any necessary or appropriate application for Governmental Entity. (d) Seller shall assist Buyer in identifying the approval Authorizations required by Buyer to operate and conduct the Business from and after the Closing Date and will either transfer current Business Authorizations of the transfer Seller Group to Buyer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable assist Buyer in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsobtaining new Authorizations.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Alphatec Holdings, Inc.)

Regulatory Approvals. Promptly, and It is Buyer's responsibility (at its own expense) to apply for and obtain any necessary or appropriate licenses, execute and deliverconsents, approvals, permits, registrations or cause rights to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers use (including Regulatory Approvals) or have the Administrative Agent may reasonably request and as may be required by law to acquire benefit of any Governmental Approval of the Units or the Company as soon as reasonably practicable consistent with Section 1.2 above. Buyer shall use its best efforts to obtain all such licenses, consents, approvals, permits, registrations, rights and Regulatory Approvals as soon as possible following the Effective Date. Failure to obtain any requisite license, consent, approval, permit, registration, qualification right or authorization Regulatory Approval or any failure to consummate the Closings shall not prejudice this Agreement or, in particular, the Purchase Price or Final Purchase Price payable under it (which shall not be repayable under any circumstances). To the extent that any of such approvals reasonably require the execution of documents or other assistance of Seller or the Company prior to or following the applicable Closing, Seller agrees to use its best efforts (to the extent it is able to) to cooperate with Buyer to obtain such approvals and to cause the Company to cooperate with Buyer as well. Buyer also agrees to cooperate fully with Seller and to pay all costs, fees and expenses with respect to any ongoing regulatory reporting obligations Seller may have with respect to licenses issued to VDUL following the Initial Closing and Final Closing ( as applicable). 12 (b) (i) Notwithstanding anything to the contrary herein, Buyer hereby acknowledges and agrees that once paid, the Purchase Price and any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agentamounts paid, or to such one be paid, by the Buyer (or more third parties as any of its subsidiaries or affiliates) in connection with the Administrative Agent may designateAcquisition, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for non-refundable under any action or transaction contemplated by this Security Agreement, circumstance (including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval failure of the transfer Final Closing to occur), absent fraud by Seller; and (ii) in furtherance of clause (i) above, neither the Buyer nor any of its subsidiaries or assignment affiliates shall have any right to, nor shall any such person assert any claim or otherwise take any action to, recoup, clawback, recover or otherwise obtain any refund of all or any portion of the assets Purchase Price or any other amounts paid, or to be paid, by the Buyer (including or any Governmental Approvalof its subsidiaries or affiliates) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply in connection with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damagesAcquisition, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsabsent fraud by Seller.

Appears in 1 contract

Samples: Interest and Loan Purchase Agreement

Regulatory Approvals. Promptly, (a) Each of Purchaser and at its expense, execute and deliver, Seller shall use commercially reasonable efforts to (i) make or cause to be executed made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within ten days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions and delivered(iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all applicationssuch documents to the non-filing parties prior to filing and considering all reasonable additions, certificatesdeletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, instruments, registration statementsthe Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each of Purchaser on the one hand and Seller on the other hand shall be responsible for and shall pay one-half of all filing fees for required filings under the HSR Act. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. Subject to applicable Law, no party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Purchaser and Seller shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Seller shall use commercially reasonable efforts, and Purchaser shall cooperate with Seller and its Affiliates, to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all other documents available avenues of administrative and papers the Administrative Agent may reasonably request judicial appeal and all available legislative action, unless, by mutual agreement, Purchaser and Seller decide that litigation is not in their respective best interests. Each of Purchaser and Seller shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary provided herein, neither Purchaser nor any of its Affiliates shall be required (i) to hold separate (including by law to acquire trust or otherwise) or divest any Governmental Approval of its businesses, product lines or the consentassets, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under Purchased Assets, (ii) to agree to any limitation on the operation or conduct of NetBank Finance, or any of Purchaser’s business or operations, or (iii) to waive any of the conditions to this Security Agreement. Agreement set forth in Section 9.1. (c) Without limiting the generality foregoing, Seller and Purchaser shall cooperate with the other and use their commercially reasonable efforts to promptly: (i) file applications and notices, as applicable, with the OTS under the Bank Merger Act, the Home Owners’ Loan Act, as amended, and the regulations promulgated thereunder, and obtain approval of, or non-objection to, such applications and notices, (ii) file any required applications or notices with any foreign or state banking, insurance or other Regulatory Authorities and obtaining approval of such applications and notices, (iii) make any notices to or filings with the Small Business Administration, (iv) make any notices or filings under the HSR Act, and (v) make any filings with and obtain any consents and approvals in connection with compliance with the applicable provisions of the foregoing, if an Event rules and regulations of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agentapplicable industry self-regulatory organization, or to such one or more third parties as the Administrative Agent may designatethat are required under consumer finance, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence mortgage banking and during the continuance of an Event of Defaultother similar Laws (collectively, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants“Regulatory Consents”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Netbank Inc)

Regulatory Approvals. Promptly(a) Each party hereto shall (i) make the filings required of it or any of its Affiliates under the HSR Act in connection with this Agreement and the transactions contemplated hereby, as soon as practicable, but in any event no later than ten (10) Business Days following the date hereof, (ii) make the pre-merger filings (if any) required of it or any of its Affiliates under the applicable Foreign Antitrust Laws in connection with this Agreement and the transactions contemplated hereby as soon as practicable, but in any event no later than ten (10) Business Days following the date hereof, and at (iii) submit a joint Exon-Xxxxxx notification to CFIUS in connection with this Agreement and the transactions contemplated hereby as soon as practicable, but in any event no later than twenty (20) days following the date hereof. The Company, Parent and Merger Sub shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other supranational, national, federal, state or local law or regulation in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any consents, permits, authorizations, approvals or waivers required to be made or which the Company and Parent mutually agree should be made. (b) Each party hereto shall use commercially reasonable efforts to comply with any request from a Governmental Authority in connection with any regulatory filing and seek termination of the waiting period under the HSR Act and any Foreign Antitrust Laws requiring pre-closing approval of the transaction, and completion of the CFIUS review. (c) Each party hereto shall promptly, on a priority basis, furnish to each other all information and assistance and to consult with each other with respect to the terms of any registration, undertaking, application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement reasonably requested in connection with the foregoing. Subject to applicable law, each party hereto shall promptly inform the other party of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any regulatory filings or any such transaction. Subject to applicable law, no party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party reasonable prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and participate. Subject to applicable law and subject to all applicable privileges (including the attorney-client privilege), the parties hereto will, promptly, on a priority basis, consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act, any other applicable Foreign Antitrust Law and Exon-Xxxxxx. Any party may, as it deems advisable and necessary, reasonably designate any competitively or business sensitive material provided to the other parties under this Section 5.2 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (d) Notwithstanding any other provision of this Agreement to the contrary, Parent shall not be required to agree to any divestiture by Parent or the Company or any of their respective Subsidiaries or Affiliates of shares of capital stock or of any Material Business of Parent or its expenseSubsidiaries or Affiliates or of the Company or any of its Subsidiaries or Affiliates, execute or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and deliverstock (assuming for purposes of determining materiality in this Section 5.2 that the transactions contemplated by this Agreement shall have been effected); provided, however, that the required actions by Parent shall include acceptance by Parent of (i) any and all divestitures of any non-Material Business and acceptance of any agreement with any Governmental Authority to hold any assets in respect of any non-Material Business of Parent or its Subsidiaries or its Affiliates or of the Company or its Subsidiaries separate and (ii) such reasonable restrictions on the conduct or structure of any business or operations of the Company required by any Governmental Authority for national security reasons to the extent that such reasonable restrictions relate exclusively to the manufacture and/or export of defense articles or defense services, which shall include any space-related articles or services controlled under the ITAR, in each case, as may be required by any applicable Governmental Authority in connection with the transactions contemplated by this Agreement and in each case to the extent that such restrictions would not reasonably be expected to have a Material Adverse Effect; provided, that Parent and Merger Sub shall have complied with their obligations under this Section 5.2. Further, in the event any Governmental Authority initiates a Proceeding before a court, agency or other tribunal of a Governmental Authority asserting jurisdiction seeking (i) to enjoin all or any material portion of the transactions contemplated by this Agreement, (ii) relief that would prevent the parties from consummating any material portion of the transaction contemplated by this Agreement or (iii) relief that would have any material impact on the terms of this Agreement, in each case, Parent shall not be required to litigate or defend any such Proceeding. For purposes of this section, “Material Business“ shall mean any business or operations of Parent or its Subsidiaries or of the Company or any of its Subsidiaries that during the latest twelve-month period generated earnings before interest, taxes, depreciation and amortization in excess of Two Million Dollars ($2,000,000), in the aggregate for all such businesses or operations. (e) Each of the Company and Parent shall pay one-half of the applicable HSR Act filing fee and one half of any antitrust notification filing fee required in any other Foreign Antitrust Law. (f) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statements, actions and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agentdo, or cause to such one be done, all things necessary, proper or more third parties as advisable to consummate and make effective the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement, including, without limitation(i) to obtain, in addition to the preparationapprovals discussed in Section 5.2(a), execution and filing any other consents or approvals as are necessary in connection with the Governmental Authority consummation of the transactions contemplated hereby and (ii) to effect, in addition to filings discussed in Section 5.2(a), all registrations and filings as are necessary or desirable in connection with the consummation of the transactions contemplated hereby. (g) Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing in this Section 5.2 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has, up to the date of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply termination, complied in all respects with the provisions of its obligations under this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsSection 5.2.

Appears in 1 contract

Samples: Merger Agreement (Fastentech Inc)

Regulatory Approvals. Promptly(a) Hudbay and the Company shall and shall cause their respective Subsidiaries, as applicable, to: (i) as promptly as practicable after the date of this Agreement, prepare and file any filings or notifications under any applicable federal, provincial, state or foreign Law that are necessary or advisable to permit consummation of the transactions contemplated by this Agreement as promptly as practicable, including all filings required to obtain the Regulatory Approvals; and (ii) provide to each Governmental Entity all non-privileged information, documents, data and other things requested by any Governmental Entity or that are necessary or advisable to permit consummation of the transactions contemplated by this Agreement as promptly as practicable following any such request. (b) All filing fees (including any Taxes thereon) in respect of any filing made to any Governmental Entity in respect of any Regulatory Approvals shall be paid by Hudbay. (c) With respect to obtaining the Regulatory Approvals, each of Hudbay and the Company shall cooperate with one another and shall provide such assistance as any other Party may reasonably request in connection with obtaining the Regulatory Approvals. In particular: (i) subject to the terms of Section 5.8(f), no Party shall extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity to not consummate the transactions contemplated by this Agreement, except upon the prior written consent of the other Party; (ii) the Parties shall exchange drafts of all submissions, material correspondence, filings, presentations, applications, plans, consent agreements and other material documents made or submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement, will consider in good faith any suggestions made by the other Party and its counsel and will provide the other Party and its counsel with final copies of all such material submissions, correspondence, filings, presentations, applications, plans, consent agreements and other material documents, and at all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement; provided, however, that information indicated by either Party to be competitively sensitive may be provided only to the external legal counsel of the Parties; (iii) each Party will keep the other Party and their respective counsel fully apprised of all substantive written (including email) and oral communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and will not participate in such material communications or meetings without giving the other Party and their respective counsel the opportunity to participate therein; provided, however, that where competitively sensitive information may be discussed or communicated, a Party may allow only the external legal counsel for the other Party to participate in the meeting or receive the communication; and (iv) the Company shall make available its expenseRepresentatives, execute on the reasonable request of Xxxxxx and deliverits counsel, to assist Xxxxxx in obtaining the Regulatory Approvals, including by (i) providing strategic input, including on any materials prepared for obtaining the Regulatory Approvals, and (ii) responding promptly to requests for support, documents, information, comments or input where reasonably requested by Hudbay in connection with the Regulatory Approvals. (d) The Company shall not enter into any transaction, investment, agreement, arrangement or joint venture or take any other action, the effect of which would reasonably be expected to make obtaining the Regulatory Approvals materially more difficult or challenging, or reasonably be expected to materially delay the obtaining of the Regulatory Approvals. (e) The Parties shall use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to take or cause to be executed and deliveredtaken all actions necessary or advisable on their respective parts to consummate the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement. However, all applicationsnothing in this Agreement shall require Hudbay or its Subsidiaries to (i) propose, certificatesnegotiate, instrumentseffect or agree to, registration statementsby consent decree, and all hold separate order or otherwise, the sale, transfer, divestiture, license or other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire disposition of any Governmental Approval assets or businesses of Hudbay or the consentCompany or their respective Subsidiaries or otherwise take any action that prohibits or limits Hudbay's freedom of action with respect to, approvalor Hudbay's ability to own, registrationretain, qualification control, operate or authorization exercise full rights of any other Person deemed necessary or appropriate for the effective exercise of ownership with respect to any of the rights businesses or assets of Hudbay, the Company or their respective Subsidiaries, or (ii) defend any judicial or administrative action or similar proceeding instituted (or threatened to be instituted) by any Person under this Security Agreement. Without limiting any Law or seeking to have any stay, restraining order, injunction or similar order entered by any Governmental Entity vacated, lifted, reversed, or overturned. (f) Hudbay shall determine and direct all matters and efforts related to the generality obtaining of the foregoing, if an Event of Default Regulatory Approvals. Hudbay shall have occurred consider the views and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination input of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist Company in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsgood faith.

Appears in 1 contract

Samples: Arrangement Agreement (Hudbay Minerals Inc.)

Regulatory Approvals. PromptlyHisun shall be responsible for preparing and submitting all regulatory submissions and filings, and at for obtaining and maintaining all approvals from Regulatory Authorities necessary to fulfill its expenseobligations hereunder. Hisun shall keep Celsion regularly apprised of the status of all ongoing discussions with Regulatory Authorities. Hisun also shall provide Celsion with adequate notice of all meetings and conferences with Regulatory Authorities, execute so that Celsion can have a representative participate or attend any such meetings or conferences if it so elects. Celsion shall have the ultimate oversight authority and deliverresponsibility for all regulatory activities relating to the manufacture and sale of the Product in the Territory, or cause to be executed and deliveredalso shall have the ultimate authority and responsibility for obtaining and maintaining all Regulatory Approvals and authorizations in the Territory, including without limitation, all applicationsregulatory, certificates, instruments, registration statementsadministrative, and third party payor-related activities relating to pricing and reimbursement of the Product in the Territory. Celsion agrees to provide all other documents such regulatory support, cooperation and papers the Administrative Agent may reasonably request and assistance to Hisun as may be required by law necessary to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed secure all Regulatory Approvals necessary or appropriate for the effective exercise of any manufacture and sale of the rights under Product in the Territory. All Regulatory Approvals shall be obtained in the name of Celsion unless legally required otherwise, in which case Hisun may hold such Regulatory Approval in trust for Celsion, and upon termination of this Security Agreement, Hisun shall transfer such Regulatory Approval to Celsion, and Celsion shall reimburse Hisun for all of its out-of-pocket expenses related to such transfer. Without limiting the generality of the foregoingHisun shall make all relevant documents, if an Event of Default shall have occurred data and be continuing, each Obligor shall take information necessary for any action which the Administrative Agent may reasonably request in order to transfer and assign Regulatory Approvals relating to the Administrative AgentProduct or its manufacturing processes available at all times to Celsion to facilitate regulatory filings and approvals, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required including approvals by the courtFDA and the European Union regulatory bodies. Upon the occurrence ***Text Omitted and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing Filed Separately with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such ObligorSecurities and Exchange Commission. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.Confidential Treatment Requested Under

Appears in 1 contract

Samples: Technology Development Agreement (Celsion CORP)

Regulatory Approvals. Promptly(a) Acquiror shall promptly after the execution of this Agreement apply for or otherwise seek, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist obtain, all consents and approvals required to be obtained by it from a Governmental Authority for the consummation of the Merger. Without limiting the generality or effect of the foregoing, Acquiror shall make any initial filings required under the HSR Act, which filings shall be made within 15 Business Days after the execution of this Agreement, and Acquiror shall, as soon as practicable, make any other additional filings required by the Antitrust Laws. Acquiror shall (i) cooperate and coordinate with the Company in obtaining the making of such filings, (ii) supply the Company with any information that may be required in order for the Company to make any filings required under Antitrust Laws, and (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental ApprovalsAuthorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws. (b) Acquiror shall promptly notify the Company upon the receipt of: (i) any material comments from any officials of any Governmental Authority in connection with any filings made by Acquiror pursuant hereto, if required(ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to, for or information provided to comply in all material respects with, any action or transaction Applicable Law and (iii) any material communication from any Governmental Authority regarding any of the transactions contemplated by this Security AgreementAgreement in connection with such filings. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 6.2(a), including, without limitation, Acquiror will promptly inform the preparation, execution Company of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. (c) Acquiror shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Laws. Acquiror shall use reasonable best efforts to take such action as may be required to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws with respect to such Obligor’s portion transactions as promptly as possible after the execution of this Agreement. The Acquiror shall take any and all of the following actions to the extent necessary or appropriate application for to obtain the approval of any Governmental Authority with jurisdiction over the transfer or assignment enforcement of any portion applicable laws regarding the transactions contemplated hereby: (i) providing information required by Applicable Law or governmental regulation; and (ii) substantially complying with any “second request” for information pursuant to the Antitrust Laws. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by Applicable Law or by the applicable Governmental Authority, Acquiror agrees to (i) give the Company reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give the Company an opportunity to participate in each of such meetings, (iii) keep the Company reasonably apprised with respect to any oral material communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide the Company with a reasonable advance opportunity to provide input on and consider in good faith the views of the assets Company with respect to, all written material communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental ApprovalAuthority regarding the Merger and (vi) provide the Company (or counsel to the Company, as appropriate) with copies of all material written communications from any Governmental Authority relating to the Merger. Any such disclosures, rights to participate or provisions of information by Acquiror to the Company may be made on a counsel-only basis to the extent required under Applicable Law or as appropriate to protect confidential business information. (d) Acquiror shall not, and shall not permit any of its Subsidiaries to, enter into or publicly announce an agreement to acquire any assets, business or company if such agreement would reasonably be expected to cause the conditions set forth in Section 8.1(b), Section 8.1(c), Section 8.3(d) or Section 8.3(e) not to be satisfied, or would reasonably be expected to have the effect of, preventing, materially impairing, materially delaying or otherwise materially and adversely affecting the consummation of the Merger. If and to the extent necessary to obtain clearance of the Merger under any of the HSR Act, the EC Merger Regulation or the Antitrust Laws of any country set forth on Schedule 8.3(d) of the Company Disclosure Letter (unless Acquiror has waived the closing condition in Section 8.3(d) with respect to such Obligorcountry’s Antitrust Laws), Acquiror (and its respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall contest, defend and appeal any Legal Proceedings brought by a Governmental Authority, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or any other transactions contemplated by this Agreement. Because each Obligor Notwithstanding anything to the contrary in this Agreement, Acquiror shall be under no obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Acquiror or any of its affiliates or the Company or any of the Company Subsidiaries (each, a “Divestiture”), (B) the imposition of any limitation or regulation on the ability of Acquiror or any of its affiliates to freely conduct their business or own such assets, or (C) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Acquiror or any of its affiliates to exercise full rights of ownership of the shares of Company Capital Stock, other than any Divestiture that would not materially impair the benefits of the Merger to Acquiror (a “Non-Material Divestiture”), which Non-Material Divestiture Acquiror agrees to effect if and to the extent required to obtain clearance of the Merger before the Extended End Date under any of the HSR Act, the EC Merger Regulation or the Antitrust Laws of any country set forth on Schedule 8.3(d) of the Company Disclosure Letter (unless Acquiror has waived the closing condition in Section 8.3(d) with respect to such country’s Antitrust Laws) (any of the foregoing referred to in clauses (A) (other than a Non-Material Divestiture), (B) or (C) above, an “Antitrust Restraint”). (e) In connection with and without limiting the foregoing, Acquiror shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Administrative Agent’s remedy at law for failure Merger and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger, take all action reasonably necessary to ensure that such transactions may be consummated as promptly as practicable on the terms required by, or provided for, in this Agreement and otherwise to minimize the effect of such Obligor to comply with statute or regulation on this Agreement or the provisions Merger. (f) Notwithstanding the foregoing or any other provision of this subsection would be inadequate and that such failure would not be adequately compensable in damagesAgreement, such Obligor agrees that the covenants contained nothing in this subsection may be specifically enforced, and Section 6.2 shall limit Acquiror’s right to terminate the Agreement pursuant to Section 9.1(b) so long as Acquiror has until such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsdate complied in all material respects with its obligations under this Section 6.2.

Appears in 1 contract

Samples: Merger Agreement (Varian Inc)

Regulatory Approvals. Promptly(a) Xxxxxxxx and LMP shall, as promptly as practicable following the Effective Date, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), the notification and report form required from each of Xxxxxxxx and LMP for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act. Each of Xxxxxxxx and LMP shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. The Parties agree that LMP, on the one hand, and at its expenseXxxxxxxx, execute on the other hand, shall each be responsible for 50% of any and deliver, or cause all filing fees payable in connection with the foregoing filings. (b) Xxxxxxxx and LMP shall use their respective commercially reasonable efforts to be executed promptly obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement and delivered, all applications, certificates, instruments, registration statementsshall keep each other apprised of the status of any communications with, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any inquiries or requests for additional information from any Governmental Approval Authority and shall comply promptly with any such inquiry or request. LMP and Xxxxxxxx shall use their commercially reasonable efforts to obtain any necessary approval from any Government Authority under the consentHSR Act. Notwithstanding anything contained in this Agreement to the contrary, approval, registration, qualification neither LMP nor Xxxxxxxx nor any of their Subsidiaries or authorization of any other Person deemed necessary or appropriate for the effective exercise of Affiliates shall be obligated to do any of the rights following: (i) dispose or transfer any asset other than pursuant to this Agreement; (ii) license or otherwise make available to any Person any technology or other intellectual property rights; (iii) hold separate any assets or operations (either before or after the applicable Closing Date); or (iv) change or modify any course of conduct or otherwise make any commitment regarding future operations. MIPA – AAG Honda 35 (c) The Parties commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under this Security Agreementthe HSR Act at the earliest practicable dates. Without limiting the generality Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the foregoingreviewing Governmental Authority, if an Event of Default shall have occurred and be continuing, (ii) to confer with each Obligor shall take any action which the Administrative Agent may reasonably request in order other regarding appropriate contacts with and response to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval personnel of such Obligor. To enforce the provisions Governmental Authority. (d) Each of this subsection, upon the occurrence LMP and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver Xxxxxxxx shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist “substantially comply” as promptly as practicable with any request for additional information or documentary material issued by a Governmental Authority under 15 U.S.C. Sec 18(e) and in obtaining Governmental Approvalsconjunction with the Contemplated Transactions (a “Second Request”). Each of LMP and Xxxxxxxx will certify to substantial compliance with respect thereto as promptly as practicable. Each of LMP and Xxxxxxxx agrees to take all reasonable steps to assert, defend, and support certification of substantial compliance with any Second Request. Each of LMP and Xxxxxxxx agrees to give such advance notices as may be required (including, if requirednecessary, for any action or transaction contemplated by this Security Agreementnotice of an anticipated Closing Date), including, without limitation, and to otherwise reasonably cooperate to give effect to the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval rights of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained other set forth in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsSection 6.20.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.)

Regulatory Approvals. Promptly(a) Xxxxxxxx and LMP shall, as promptly as practicable following the Effective Date, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), the notification and report form required from each of Xxxxxxxx and LMP for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act. Each of Xxxxxxxx and LMP shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. The Parties agree that LMP, on the one hand, and at its expenseXxxxxxxx, execute on the other hand, shall each be responsible for 50% of any and deliver, or cause all filing fees payable in connection with the foregoing filings. (b) Xxxxxxxx and LMP shall use their respective commercially reasonable efforts to be executed promptly obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement and delivered, all applications, certificates, instruments, registration statementsshall keep each other apprised of the status of any communications with, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any inquiries or requests for additional information from any Governmental Approval Authority and shall comply promptly with any such inquiry or request. LMP and Xxxxxxxx shall use their commercially reasonable efforts to obtain any necessary approval from any Government Authority under the consentHSR Act. Notwithstanding anything contained in this Agreement to the contrary, approval, registration, qualification neither LMP nor Xxxxxxxx nor any of their Subsidiaries or authorization of any other Person deemed necessary or appropriate for the effective exercise of Affiliates shall be obligated to do any of the rights following: (i) dispose or transfer any asset other than pursuant to this Agreement; (ii) license or otherwise make available to any Person any technology or other intellectual property rights; (iii) hold separate any assets or operations (either before or after the applicable Closing Date); or (iv) change or modify any course of conduct or otherwise make any commitment regarding future operations. MIPA – AAG Toyota 35 (c) The Parties commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under this Security Agreementthe HSR Act at the earliest practicable dates. Without limiting the generality Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the foregoingreviewing Governmental Authority, if an Event of Default shall have occurred and be continuing, (ii) to confer with each Obligor shall take any action which the Administrative Agent may reasonably request in order other regarding appropriate contacts with and response to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval personnel of such Obligor. To enforce the provisions Governmental Authority. (d) Each of this subsection, upon the occurrence LMP and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver Xxxxxxxx shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist “substantially comply” as promptly as practicable with any request for additional information or documentary material issued by a Governmental Authority under 15 U.S.C. Sec 18(e) and in obtaining Governmental Approvalsconjunction with the Contemplated Transactions (a “Second Request”). Each of LMP and Xxxxxxxx will certify to substantial compliance with respect thereto as promptly as practicable. Each of LMP and Xxxxxxxx agrees to take all reasonable steps to assert, defend, and support certification of substantial compliance with any Second Request. Each of LMP and Xxxxxxxx agrees to give such advance notices as may be required (including, if requirednecessary, for any action or transaction contemplated by this Security Agreementnotice of an anticipated Closing Date), including, without limitation, and to otherwise reasonably cooperate to give effect to the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval rights of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained other set forth in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsSection 6.20.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.)

Regulatory Approvals. Promptly(a) Northland shall file with the appropriate governmental entities all the applications for the Regulatory Approvals that are necessary for Northland to obtain relating to the transactions hereunder and for all other consents, permits and at its expenseauthorizations that Northland is required to obtain in connection with the consummation of the transactions contemplated by this Agreement. In addition, execute Northland shall cooperate with Buyer and deliver, or cause use commercially reasonable efforts to be executed promptly prepare and delivered, file all necessary documentation; to effect all applications, certificatesnotices, instrumentspetitions and filings; and to obtain as promptly as practicable all permits, registration statementsconsents, approvals, waivers and authorizations of all other documents third parties and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed governmental entities which are necessary or appropriate advisable for Northland to obtain to consummate the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement. (b) Subject to applicable laws relating to the exchange of information, includingNorthland and Buyer shall consult with each other on all information in connection with obtaining all permits, without limitationconsents, approvals and authorizations from all third parties and governmental entities which are necessary or advisable to consummate the preparationtransactions contemplated by this Agreement. (c) Northland and Buyer shall keep each other apprised of the status of all applications and filings. (d) Except for any confidential portions thereof, execution as determined at the discretion of the Party responsible for making and filing any documentation with respect to any Regulatory Approval, such Party shall promptly (i) provide a copy of the filing, and any supplement, amendment or item of additional information in connection with the Governmental Authority filing, to the other Parties and (ii) deliver to the other Parties a copy of each material notice, order, opinion and other item of correspondence received by it in respect of any such filing from any governmental entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement. (e) Buyer and Northland shall promptly advise each other of any communication received from a governmental entity which causes such Party to believe that there is reasonable likelihood that a requisite Regulatory Approval will not be obtained or that the receipt of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would will be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsmaterially delayed.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Blue Valley Ban Corp)

Regulatory Approvals. PromptlyEach party shall use its commercially reasonable efforts to obtain all required regulatory approvals (including the required Governmental Approvals set forth in Part VII of Appendix B) as promptly as possible and, and at its expensein any event, execute and deliverprior to the Closing Date. To that end, each of the parties shall make, or cause to be executed and deliveredmade, all applications, certificates, instruments, registration statementsother filings and submissions, and submit all other documents documentation and papers information that in the Administrative Agent may reasonably request reasonable opinion of any Purchaser is required or advisable, to obtain the regulatory approvals, and as may will use its commercially reasonable efforts to satisfy all requests for additional information and documentation received under or pursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Authority. For the purposes of obtaining Competition Act Approval, PEGI shall be responsible for making any and all notification filings and related applications and submissions on behalf of New MSM LP Holdco, and the Purchasers shall share equally the responsibility for the payment of all required filing fees to the Commissioner of Competition with respect to obtaining the Competition Act Approval. Notwithstanding any other provision of this Agreement, no Purchaser will be required by law to acquire (i) propose or agree to accept any Governmental Approval undertaking or the consentcondition, approvalenter into any consent agreement, registrationmake any divestiture or accept any operational restriction or other behavioral remedy, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall (ii) take any action which that, in the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval reasonable judgment of such Obligor. To enforce Purchaser, could be expected to limit the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority right of such Obligor’s portion of any necessary Purchaser to own or appropriate application for the approval of the transfer operate all or assignment of any portion of the business or assets of the Acquired Entities or any of their respective Subsidiaries, or of such Purchaser or any of its Affiliates, or to conduct their respective affairs in a manner consistent with how they each conduct their affairs as of the date of this Agreement, or (including iii) contest or defend any judicial or administrative proceeding brought by any Governmental Approval) Authority seeking to prohibit, prevent, restrict or unwind the consummation of such Obligor. Because each Obligor agrees that all or a part of the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantstransaction contemplated herein.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.)

Regulatory Approvals. Promptly, and at its expense, execute and deliver(a) Each of the parties hereto shall use their reasonable best efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statementsaction, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws, to consummate and make effective as promptly as practicable the transactions contemplated hereby. Subject to appropriate confidentiality protections and applicable Competition Laws, each party hereto shall furnish to the other documents parties such necessary information and papers the Administrative Agent reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of the parties hereto shall cooperate with one another and as use their reasonable best efforts to prepare all necessary documentation (including furnishing all information required under any applicable Competition Laws) to effect promptly all necessary filings with any Governmental Entity and to obtain all consents, waivers and approvals of any Governmental Entity necessary to consummate the transactions contemplated hereunder. Each of the parties hereto shall promptly inform the other of any substantive oral communication with, and provide copies of any written communications with, any Governmental Entity regarding any such filings or any such transaction, unless prohibited by reasonable request of any Governmental Entity. No party hereto shall independently participate in any meeting or substantive conference call with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the meeting or substantive conference call and, to the extent permitted by such Governmental Entity, the opportunity to attend or participate. To the extent permissible under applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Competition Law. Any documents or other materials provided pursuant to this Section 6.7(b) may be required by law redacted or withheld as necessary to acquire any Governmental Approval address reasonable privilege or confidentiality concerns (including with respect to other businesses of Seller), and to remove references concerning the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any valuation of the rights Company or other competitively sensitive material, and the parties may, as each deems advisable, reasonably designate any material provided under this Security AgreementSection 6.7 as “outside counsel only material.” Such “outside counsel only materials” and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Notwithstanding the foregoing, neither party shall be obligated to share with the other party documents responsive to items 4(c) and 4(d) on the Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act. (c) Without limiting the generality of the foregoingundertakings pursuant to this Section 6.7, if an Event of Default the parties hereto shall have occurred use reasonable best efforts to provide or cause to be provided (including by their “Ultimate Parent Entities” as that term is defined in the HSR Act) as promptly as reasonably practicable to any Governmental Antitrust Entity information and be continuingdocuments requested by such Governmental Antitrust Entity or necessary, each Obligor shall take any action which the Administrative Agent may reasonably request in order proper or advisable to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination permit consummation of the foregoingtransactions contemplated by this Agreement, each Government Approval including filing any notification and report form and related material required under (i) the HSR Act as promptly as reasonably practicable after the date hereof (but in any event no later than ten (10) Business Days after the date hereof) and (ii) any other filing under any Competition Law set forth on Section 6.7(c) of such Obligor. To enforce the provisions of this subsectionCompany Disclosure Schedule as promptly as reasonably practicable after the date hereof (but in any event no later than ten (10) Business Days after the date hereof), upon and thereafter to respond as promptly as reasonably practicable to any request for additional information or documentary material that may be made under the occurrence HSR Act and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval similar Competition Law regarding preacquisition notifications for the purpose of seeking a bona fide purchaser competition reviews. Purchaser shall cause (and shall cause its Ultimate Parent Entity) the filings made by it under the HSR Act to whom control will ultimately be transferredconsidered for grant of “early termination,” and make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Each Obligor Purchaser shall be responsible for all filing fees under the HSR Act and under any such other Laws or regulations. (d) If any objections are asserted with respect to the transactions contemplated hereby agrees to authorize such an involuntary transfer of control upon the request under any applicable Law or if any Action is instituted by any Governmental Entity or any private party challenging any of the receiver so appointedtransactions contemplated hereby as violative of any applicable Law, and, if such Obligor each of the parties hereto shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for to: (i) oppose or defend against any action to prevent or transaction enjoin consummation of this Agreement (and the transactions contemplated hereby), and (ii) take such action as reasonably necessary to overturn any regulatory action by any Governmental Entity to prevent or enjoin consummation of this Agreement (and the transactions contemplated hereby), including by defending any Action brought by any Governmental Entity in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such applicable Law so as to permit consummation of the transactions contemplated by this Security Agreement. (e) Notwithstanding the foregoing, Purchaser shall, and shall cause its Affiliates to, take any and all actions necessary to obtain any authorization, consent or approval of a Governmental Entity (including in connection with any Governmental Filings) necessary or advisable so as to enable the consummation of the transactions contemplated hereby to occur as expeditiously as possible (and in any event, no later than the Outside Date) and to resolve, avoid or eliminate any impediments or objections, if any, that may be asserted with respect to the transactions contemplated hereby under any Competition Law, or to otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree, judgment, preliminary or permanent injunction that would otherwise have the effect of preventing, prohibiting, restricting, or delaying the consummation of the transactions contemplated hereby, including: (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of, or holding separate of, any and all businesses, product lines, rights or assets of Purchaser or its Affiliates (including the Acquired Companies) or any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such businesses, product lines, rights or assets), (ii) terminating or restructuring existing relationships, contractual or governance rights or obligations of Purchaser or its Affiliates (including the Acquired Companies), (iii) terminating any venture or other arrangement and (iv) otherwise taking or committing to take any and all actions that after the Closing Date would limit Purchaser’s or its Affiliates’ (including the Acquired Companies’), freedom of action with respect to, or its ability to retain or control, one or more of the businesses, product lines, rights or assets of Purchaser and its Affiliates (including the Acquired Companies) or interest therein, in each case as may be required in order to enable the consummation of the transactions contemplated hereby to occur as expeditiously as possible (and in any event no later than the Outside Date); provided, however, that nothing in this Agreement shall obligate Seller or the Company to take or agree to take any such action not conditioned on the consummation of the Closing. (f) Notwithstanding anything to the contrary in this Agreement, includingPurchaser shall not be required to take or agree to take any action with respect to the assets, without limitationproperties, the preparationequity, execution and filing with the Governmental Authority of such Obligor’s portion business or operations of any necessary portfolio companies controlled by Purchaser’s equityholders (other than the Acquired Companies after the Closing). (g) From the date of this Agreement until Closing, neither Purchaser nor any of its Affiliates shall acquire or appropriate application for the approval of the transfer agree to acquire, by merging with or assignment of any into or consolidating with, or by purchasing a substantial portion of the assets (including of or any Governmental Approval) equity in, or by any other manner, any assets or Person, if the execution and delivery of such Obligor. Because each Obligor agrees that a definitive agreement relating to, or the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damagesconsummation of, such Obligor agrees that acquisition could in any material respect (individually or in the covenants contained aggregate): (i) impose any delay in this subsection may be specifically enforcedobtaining, and or increase the risk of not obtaining, consents of a Governmental Entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk of a Governmental Entity seeking or entering a Governmental Order prohibiting the consummation of the transactions contemplated hereby, (iii) increase the risk of not being able to remove any such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance Governmental Order on appeal or otherwise, or (iv) otherwise prevent or delay the consummation of such covenantsthe transactions contemplated hereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ingersoll Rand Inc.)

Regulatory Approvals. Promptly, (a) Subject to and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply accordance with the provisions of this subsection Section 7.4, each of the Parties shall use commercially reasonable efforts to obtain (and shall cooperate fully with the other Parties in obtaining) as promptly as practicable the Seller Approvals, the Buyer Approvals and all other authorizations, consents, clearances, orders, expirations, waivers or terminations of any applicable waiting periods and approvals of all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement or any of the other Transaction Documents and applicable Laws to consummate and make effective the Transactions as promptly as practicable and in any event no later than the Outside Date. Buyer shall pay all filing fees in connection with Buyer Approvals. Seller shall pay all filing fees for all Seller Approvals. (b) As promptly as practicable, and in no event later than fifteen Business Days after the date hereof, Seller and Buyer shall promptly make all filings and notifications with all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions. (c) Seller and Buyer may not, without the consent of the other (which consent shall not be unreasonably withheld, delayed or conditioned), (i) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Government Entity with additional time to review any or all of the Transactions or (ii) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Government Entity. Each of Seller and Buyer shall use commercially reasonable efforts to supply promptly any information and documentary material that may be requested pursuant to any applicable Laws in connection with such filings or submissions. (d) Subject to applicable Laws relating to the sharing of information, Seller and Buyer shall promptly notify each other of any communication such other Party receives from any Government Entity (other than communications for purely logistical purposes) and permit such other Party to review in advance any proposed applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) by such Party, as applicable, to any Government Entity and shall provide such other Party with copies of all applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) between such Party, as applicable, or any of its Representatives, on the one hand, and any Government Entity or members of the staff of any Government Entity, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement and the other Transaction Documents, except with respect to Taxes (which are covered by Section 7.8). Except with respect to Taxes (which are covered by Section 7.8), Seller and Buyer shall not agree to participate in any meeting or discussion with any Government Entity relating to the matters that are the subject of this Agreement (including in respect of satisfying or obtaining the Buyer Approvals and the Seller Approvals) or any of the other Transaction Documents unless such Party consults with such other Party in advance and, to the extent permitted by such Government Entity, gives such other Party the opportunity to attend and participate at such meeting or discussion. Seller and Buyer shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as each may reasonably request in connection with the foregoing and shall keep each other informed of the status of discussions relating to obtaining or concluding the Buyer Approvals and the Seller Approvals; provided, however, that the foregoing shall not require Seller and Buyer or any of their respective Affiliates (i) to disclose any information that in the reasonable judgment of such Party or any of its respective Affiliates (as the case may be) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality, (ii) to disclose any privileged information or confidential competitive information of such Party or any of its respective Affiliates or (iii) to disclose the valuation of, or any communications analyses or other work product regarding the valuation of, the Securities, the Canada Intercompany Loan, the Companies or the Companies’ assets. If any of the Parties seeks to withhold information from any of the other Parties for any reason permitted by this Section 7.4(d), such Party, as applicable, shall nonetheless provide a redacted version of the information so withheld to the others and, subject to the requirement that such outside counsel not disclose the unredacted version to any other Person, a complete, unredacted version of the same to the outside legal counsel of the others. None of the Parties shall be required to comply with any provision of this Section 7.4(d) to the extent that such compliance would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsprohibited by applicable Law.

Appears in 1 contract

Samples: Securities Purchase Agreement (Spectra Energy Partners, LP)

Regulatory Approvals. Promptly, and at its expense, execute and deliver, (a) If Canadian Competition Approval is required: (i) within 10 Business Days after the date of this Agreement or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all such other documents and papers date as the Administrative Agent Parties may reasonably agree, Hecla shall prepare and file with the Commissioner a request for an Advance Ruling Certificate or, in the alternative, a No Action Letter and a waiver under paragraph 113(c) of the Competition Act and Alexco shall provide such assistance as may be required reasonably requested in connection with the preparation of such filing; (ii) if Alexco and Hecla mutually agree, each shall prepare and file notifications under Part IX of the Competition Act with the Commissioner with respect to the transactions contemplated by law this Agreement; and (iii) each of Alexco and Hecla shall provide to acquire each Governmental Entity all such information as may be requested by any Governmental Approval or Entity in connection with the consent, approval, registration, qualification or authorization Canadian Competition Approval. (b) All filing fees (including any Taxes thereon) in respect of any other Person deemed necessary or appropriate for the effective exercise filing made to any Governmental Entity in respect of any of Regulatory Approvals shall be paid by Hecla. (c) With respect to obtaining the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuingRegulatory Approvals, each Obligor of Alexco and Hecla shall take cooperate with one another and shall provide such assistance as any action which the Administrative Agent other Party may reasonably request in order connection with obtaining the Regulatory Approvals. In particular: (i) no Party shall extend or consent to transfer and assign any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity to not consummate the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement, includingexcept upon the prior written consent of the other Party; (ii) the Parties shall exchange drafts of all submissions, material correspondence, filings, presentations, applications, plans, consent agreements and other material documents made or submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement, will consider in good faith any suggestions made by the other Party and its counsel and will provide the other Party and its counsel with final copies of all such submissions, material correspondence, filings, presentations, applications, plans, consent agreements and other material documents, and all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement; provided, however, that this obligation shall not extend to (a) legally privileged information, or (b) information indicated by either Party to be competitively sensitive, in either case, which information shall be provided on an external counsel-only basis; (iii) each Party will keep the other Party and their respective counsel fully apprised of all substantive written (including email) and oral communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and will not participate in such material communications or meetings without limitationgiving the other Party and their respective counsel the opportunity to participate therein; provided, however, that where competitively sensitive information may be discussed or communicated, in either case the other Party’s external legal counsel shall be provided with any such communications or information on an external counsel-only basis and shall have the right to participate in any such meetings on an external counsel-only basis. (d) The Parties shall not enter into any transaction, investment, agreement, arrangement or joint venture or take any other action, the preparationeffect of which would reasonably be expected to make obtaining the Regulatory Approvals materially more difficult or challenging, execution or reasonably be expected to materially delay the obtaining of the Regulatory Approvals. (e) Each Party shall use its commercial reasonable efforts to ensure that the Section 3(a)(10) Exemption and filing with the Governmental Authority of such Obligor’s portion exemptions from applicable securities Laws of any necessary or appropriate application state of the United States are available for the approval issuance of Hecla Shares pursuant to the transfer or assignment Plan of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsArrangement.

Appears in 1 contract

Samples: Arrangement Agreement (Hecla Mining Co/De/)

Regulatory Approvals. PromptlyThe Parties will cooperate with each other and use best efforts to promptly prepare all necessary documentation, to effect all necessary filings and at its expenseto obtain all necessary permits, execute consents, waivers, approvals and deliverauthorizations of, the Bank Regulators and any other Governmental Entities necessary to consummate the transactions contemplated by this Agreement and OFFC and OFB will make all necessary filings in respect of the required Regulatory Approvals as promptly as practicable after the date hereof; provided, however, that in no event shall OFFC or OFB be required to agree to any prohibition, limitation, or cause other requirement that would (a) prohibit or materially limit the ownership or operation by OFFC or OFB of all or any material portion of the business or assets of CAB, (b) compel OFFC or OFB to be executed dispose of or hold separate all or any material portion of the business or assets of CAB, (c) impose a material compliance burden, penalty or obligation on OFFC or OFB resulting from noncompliance by CAB with its regulatory obligations; or (d) otherwise materially impair the value of CAB to OFFC and deliveredOFB (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). The Parties will furnish each other and each other’s counsel with all applicationsinformation concerning themselves, certificatestheir subsidiaries, instrumentsdirectors, registration statements, officers and all stockholders and such other documents and papers the Administrative Agent may reasonably request and matters as may be required by law to acquire necessary or advisable in connection with any Governmental Approval application, petition or the consent, approval, registration, qualification or authorization of any other Person deemed necessary statement or appropriate for application made to any Bank Regulator or Governmental Entity in connection with the effective exercise of any of Merger, and the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction other transactions contemplated by this Security Agreement. CAB shall have the right to review, including, without limitationand to the extent practicable to consult with OFFC and OFB on, the preparation, execution and information which appears in any filing made in connection with the Governmental Authority of such Obligor’s portion of transactions contemplated by this Agreement with any necessary Bank Regulator or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such ObligorEntity. Because each Obligor agrees that OFFC shall give CAB and its counsel the Administrative Agent’s remedy at law for failure of such Obligor opportunity to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforcedreview, and to the extent practicable to consult with OFFC and OFB on, each filing prior to its being filed with a Bank Regulator and shall give CAB and its counsel the opportunity to review all regulatory filings, amendments and supplements to such Obligor hereby waives filings and agrees not all responses to assert any defenses against an action requests for specific performance of such covenantsadditional information and replies to comments prior to their being filed with, or sent to, a Bank Regulator.

Appears in 1 contract

Samples: Merger Agreement (Oceanfirst Financial Corp)

Regulatory Approvals. Promptly(a) Each of Parent, MergerLLC, REG and at its expense, execute and deliver, the Company shall use their respective commercially reasonable efforts to (i) make or cause to be executed made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby and deliveredby the Common Plan Agreements, as appropriate, as promptly as practicable, including seeking early termination, and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all applicationsfilings required under the HSR Act and within four (4) weeks in the case of all other filings required by other Antitrust Laws, certificates(ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, instrumentsdocuments, registration statementsor other materials received by either of them or any of their respective Subsidiaries or Affiliates from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other documents inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Parent shall be responsible for all filing fees and papers expenses associated with the Administrative Agent required filings under the HSR Act and all responses to any request by the FTC, the Antitrust Division or any other Governmental Authority. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and cooperate with one another in connection with the matters described in this Section 6.4, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Parent, MergerLLC, REG and the Company shall use commercially reasonable efforts to resolve such objections, if any, as may reasonably request be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, Parent, MergerLLC, REG and the Company shall use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Each of Parent, MergerLLC, REG and the Company shall use commercially reasonable efforts to take such action as may be required by law to acquire any Governmental Approval cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary provided herein, neither Parent, MergerLLC, REG or the consentCompany nor any of their respective Affiliates shall be required, approvalin connection with the matters covered by this Section 6.4, registration(i) to pay any amounts (other than the payment of filing fees and expenses and fees of counsel), qualification (ii) to commence litigation (as opposed to defend litigation), (iii) to hold separate (including by trust or authorization otherwise) or divest any of any other Person deemed necessary its or appropriate for the effective exercise of its Affiliates’ businesses, product lines or assets, or any of the rights under this Security Agreement. Without limiting Purchased Assets, (iv) to agree to any limitation on the generality operation or conduct of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative AgentBusiness, or (v) to such one or more third parties as the Administrative Agent may designate, or to a combination waive any of the foregoing, each Government Approval of such Obligor. To enforce the provisions of conditions to this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist Agreement set forth in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsSection 8.1.

Appears in 1 contract

Samples: Merger Agreement (Blackhawk Biofuels, LLC)

Regulatory Approvals. PromptlyEach of CMS Bancorp, Xxxxxx and at its expensethe Acquisition Corporation will cooperate with the other parties hereto and use all reasonable efforts to prepare and expeditiously file as soon as reasonably practicable all necessary filings and to obtain all necessary permits, execute consents, approvals and deliverauthorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement and the Bank Merger Agreement, or cause including without limitation the Merger and the Bank Merger. Within forty-five (45) days after the date of this Agreement, Xxxxxx and the Acquisition Corporation shall prepare and submit the necessary filings to be executed the applicable Governmental Entities, including but not limited to the FDIC, the NYSDFS and deliveredthe FRB, seeking consent to the consummation of the Merger, the Holding Company merger and the Bank Merger and transactions contemplated by this Agreement, the Holding Company Merger Agreement and the Bank Merger Agreement. CMS Bancorp, Xxxxxx and the Acquisition Corporation will furnish each other party hereto and each other party’s counsel with all applicationsinformation concerning themselves, certificatestheir subsidiaries, instrumentsdirectors, registration statements, officers and all shareholders and such other documents and papers the Administrative Agent may reasonably request and matters as may be required necessary or advisable in connection with the Proxy Statement and any petition or any other statement or application made by law or on behalf of Xxxxxx, the Acquisition Corporation or CMS Bancorp to acquire any Governmental Approval or Entity in connection with the consentMerger, approvalthe Holding Company Merger and the Bank Merger, registrationand the other transactions contemplated by this Agreement, qualification or authorization the Holding Company Merger Agreement and the Bank Merger Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of any other Person deemed necessary or appropriate for the effective exercise of information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the rights under transactions contemplated by this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered Holding Company Merger Agreement and the Bank Merger Agreement with any Governmental Entity. In addition, Xxxxxx, the Acquisition Corporation and CMS Bancorp shall each furnish to request the appointment of each other party hereto for review a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control copy of each such Governmental Approval for filing made in connection with the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement, including, without limitation, the preparation, execution Holding Company Merger Agreement and filing the Bank Merger Agreement with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor Entity prior to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsits filing.

Appears in 1 contract

Samples: Merger Agreement (CMS Bancorp, Inc.)

Regulatory Approvals. PromptlyStarting upon the Effective Date for all countries in the Territory where no Product Registration has been granted in all countries in the Territory except Group A Market Countries, and Group B Market Countries, or Group C Market Countries, LICENSEE shall use Commercially Reasonable Efforts to obtain, at its sole cost and expense, execute such health registrations, approvals and deliverconsents, or cause to be executed and delivered, including without limitation all applications, certificates, instruments, registration statements, and all other documents and papers Product Registrations for the Administrative Agent may reasonably request and Product as may be necessary to permit or facilitate the lawful manufacture, import, marketing, promotion, distribution, use and sale of Products in the Territory. Starting on the Regulatory Transfer Date, LICENSEE shall use Commercially Reasonable Efforts to obtain, at its sole cost and expense, Product Registrations in all Group C Market Countries for the Product as may be necessary to permit or facilitate the lawful sale of Products therein. To the extent not prohibited by Applicable Law or otherwise contemplated by the Parties, and subject to the assignment of Product Registration Applications and Product Registrations existing as of the Effective Date to LICENSEE on the Effective Date or thereafter as contemplated by Schedule 4, all Product Registration Applications and Product Registrations in the Territory shall be in the name of LICENSEE or its Affiliates. LICENSEE undertakes to pay any fees payable pursuant to, or for the maintenance of all health registrations, approvals and consents, including without limitation the Product Registrations for the Products as determined or required by law to acquire any Governmental Approval Regulatory Authorities or the consent, approval, registration, qualification other relevant government (or authorization supranational) agencies. LICENSEE or its Affiliates shall maintain all Product Registration Applications and Product Registrations in good standing under Applicable Laws and notify LICENSOR in writing of any events that fail to meet regulatory requirements related to a Product Registration. Should any competent Regulatory Authority in the Territory require any clinical or other Person deemed necessary trials or appropriate studies with respect to any Product (or for purposes of obtaining Product Registration for any Product), other than the Priligy On-Going Clinical Trials (which are addressed separately in this Agreement), LICENSEE shall in its reasonable discretion, consistent with the use of Commercially Reasonable Efforts to Develop and Commercialize the Product, determine whether to continue pursuit of Product Registration by performing such clinical or other trials or studies, and shall be solely responsible for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, cost if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action trials or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsstudies are performed.

Appears in 1 contract

Samples: License Agreement (Furiex Pharmaceuticals, Inc.)

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Regulatory Approvals. Promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign Subject to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions terms and conditions of this subsectionPrecedent Agreement, upon Transporter shall proceed with commercially reasonable efforts to obtain from all governmental and regulatory authorities having competent jurisdiction over the occurrence and during the continuance of an Event of DefaultProject, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointedauthorizations, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, approvals (including, without limitation, with respect to a given Increment, the preparationFERC certificate of public convenience and necessity and approval of a notice to proceed with construction of such Increment (the “FERC Approvals”)), execution permits, waivers and/or exemptions (collectively, the “Approvals”) Transporter determines are necessary: (a) for Transporter to construct, install, own, operate, and filing maintain the Project facilities necessary to provide the firm transportation service contemplated herein; and (b) for Transporter to perform its obligations as contemplated in this Precedent Agreement. Transporter reserves the right to file and prosecute any and all applications for such Approvals, any supplements or amendments thereto and, if necessary, any court review that are consistent with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for Precedent Agreement in a manner it deems to be in the approval best interest of the transfer Project. For all purposes under this Precedent Agreement, Approvals shall be considered issued when (1) duly granted by FERC or assignment other governmental agency or authority having jurisdiction, (2) issued in form and substance reasonably acceptable to Transporter so as to permit Transporter to perform in a timely and economic manner all of any portion of its obligations under this Precedent Agreement and the assets Firm Service Agreements, and (including any Governmental Approval3) of such Obligor. Because each Obligor agrees final and no longer subject to rehearing or appeal, except for authorizations for which there is no deadline for rehearing or appeal; provided that Transporter may waive the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and requirement that such failure would not authorizations and Approvals required by Transporter be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, final and such Obligor hereby waives and agrees not no longer subject to assert any defenses against an action for specific performance of such covenantsrehearing or appeal.

Appears in 1 contract

Samples: Precedent Agreement for Firm Natural Gas Transportation Service (NextDecade Corp.)

Regulatory Approvals. Promptly(a) Subject to the terms and conditions of this Agreement, and at each Constituent Corporation will use its expense, execute and deliverbest efforts to take, or cause to be executed and deliveredtaken, all applicationsactions reasonably necessary or advisable under applicable law to consummate the Conversion, certificates, instruments, registration statements, and all other documents and papers including (i) making or causing to be made the Administrative Agent may reasonably request and as may be filings required by law with respect to acquire the Conversion as promptly as is practicable, (ii) complying, as promptly as is reasonably practicable, with any Governmental Approval requests received from a governmental body by such Constituent Corporation with respect to the Conversion, and (iii) resolving any formal or informal objections of any governmental body with respect to any such filings or the consentConversion. (b) The Constituent Corporations covenant and agree that if any required regulatory approval to consummate the Conversion is denied or not obtained, approvalthe Constituent Corporations will each use their best efforts to work together to restructure the Conversion to achieve or acquire all required regulatory approvals, registrationit being agreed that in all such instances the benefits sought to be delivered by the Constituent Corporations from the Conversion, qualification financial or authorization otherwise, will not materially change as a result of such restructuring. (c) Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporations of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 11 and shall permit the other Person deemed necessary or appropriate for the effective exercise Constituent Corporations to review in advance any proposed communication by such Constituent Corporation to any governmental body in connection therewith. No Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any of such matter unless it consults with the rights under this Security Agreementother Constituent Corporations in advance and, to the extent permitted by such governmental body, gives the other Constituent Corporations the opportunity to attend and participate at such meeting. Without limiting the generality of the foregoing, if an Event of Default shall have occurred The Constituent Corporations will coordinate and be continuing, cooperate fully with each Obligor shall take other in exchanging such information and providing such assistance any action which the Administrative Agent other Constituent Corporation may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing connection with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained matters set forth in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.Section

Appears in 1 contract

Samples: Merger Agreement

Regulatory Approvals. Promptly(a) Subject to and in accordance with the provisions of this Section 7.4, each of the Sellers, Buyer and at its expenseU.S. General Partner shall use commercially reasonable efforts to obtain (and shall cooperate fully with the other parties hereto in obtaining) as promptly as practicable the Seller Approvals, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, the Buyer Required Approvals and all other documents authorizations, consents, clearances, orders, expirations, waivers or terminations of any applicable waiting periods and papers approvals of all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement or any of the Administrative Agent may reasonably request other Transaction Documents and applicable Laws to consummate and make effective the Transactions, and Buyer shall use commercially reasonable efforts to take all actions as may be requested or required by law any such Government Entity, including agreeing to acquire any Governmental Approval commercially reasonable undertakings or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of agreements imposing commercially reasonable operating restrictions on any of the rights Companies, Buyer or any Affiliates of Buyer, from and after the Closing, or necessary to satisfy or obtain the Seller Approvals, the Buyer Required Approvals and all other authorizations, consents, clearances, orders, expirations, waivers or terminations of any applicable waiting periods and approvals of all Government Entities that may be or may become reasonably necessary, proper or advisable under this Security AgreementAgreement or any of the other Transaction Documents and applicable Laws to consummate and make effective the Transactions as promptly as practicable and in any event no later than the Outside Date. Buyer shall pay all filing fees in connection with Buyer Required Approvals and all filings fees (but, for the avoidance of doubt, not the associated attorneys’ fees) in connection with those Seller Approvals required to facilitate Buyer Required Approvals. The Sellers shall pay all filing fees for all other Seller Approvals. (b) As promptly as practicable, and in any event no later than fifteen Business Days after the date hereof, each of the Sellers and Buyer shall (i) make any notification required with respect to the Transactions pursuant to the HSR Act, which notification shall specifically request early termination of the waiting period prescribed by the HSR Act, (ii) make any notification required with respect to the Transactions pursuant to the Canada Transportation Act and (iii) make any filings with, or notices to, the Wyoming Public Service Commission and, in each case, promptly file any supplemental information required or requested in connection therewith. As promptly as practicable, and in any event no later than fifteen Business Days after the date hereof, Buyer shall (i) submit an application for review with respect to the Transactions pursuant to Part IV of the Investment Canada Act and (ii) file a request for an Advance Ruling Certificate or, in the alternative, a No Action Letter with the Commissioner of Competition (Canada) in connection with the Transactions (the “Competition Letter Submission”), and, in each case, promptly file any supplemental information required or requested in connection therewith. At any time following the 10th Business Day after Buyer submits the Competition Letter Submission, Buyer or any Seller may notify the other parties to this Agreement of its intention to file a notification pursuant to section 114(1) of the Competition Act, in which case, within seven Business Days after having received such notice, Buyer and the Sellers must each submit their respective notification with respect to the Transactions pursuant to Part IX of the Competition Act. Further, as promptly as practicable, and in no event later than fifteen Business Days after the date hereof, each of the Sellers and Buyer shall promptly make all other filings and notifications with all Government Entities that may be or may become reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Transactions. (c) None of the Sellers or Buyer may, without the consent of the others (which consent shall not be unreasonably withheld, delayed or conditioned), (A) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Government Entity with additional time to review any or all of the Transactions or (B) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions at the behest of any Government Entity. Each of the Sellers and Buyer shall use commercially reasonable efforts to supply promptly any information and documentary material that may be requested pursuant to Antitrust Laws or any other applicable Laws. (d) Without limiting the generality of the foregoingother undertakings pursuant to this Section 7.4, each of the Sellers and U.S. General Partner (in the case of clauses (i) and (iii) of this Section 7.4(d) set forth below) and Buyer (in all cases of clauses (i), (ii) and (iii) of this Section 7.4(d) set forth below) shall use commercially reasonable efforts to take or cause to be taken the following actions: (i) the prompt provision to a Government Antitrust and Foreign Investment Entity of non-privileged information, documents or testimony requested by such Government Antitrust and Foreign Investment Entity that are necessary, proper or advisable to permit consummation of the Transactions, (ii) the prompt (and in any event not later than reasonably necessary to enable the Closing to occur on or before the Outside Date) taking of commercially reasonable steps to avoid an investigation or the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions, including (A) the defense through litigation on the merits of any claim asserted in any court, tribunal, agency or other proceeding by any Person, including any Government Antitrust and Foreign Investment Entity, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions, (B) the proffer and agreement by Buyer or any of its Affiliates, in each case only to the extent commercially reasonable of such Person’s willingness to sell, lease, license or otherwise dispose of or hold separate pending such disposition, and to effect the sale, lease, license, disposal or holding separate of, the capital stock of any one or more of the Subsidiaries or assets, rights, product lines, licenses, categories of assets or businesses or other operations or interests of Buyer, its Affiliates or the Companies (and the entry into agreements with, the provision of undertakings to, and submission to orders of, the relevant Government Antitrust and Foreign Investment Entity giving effect thereto, including the posting of a bond or cash escrow to secure the performance thereof) and (C) the proffer and agreement by Buyer or any of its Affiliates of such Person’s willingness to take such other commercially reasonable actions, and promptly to effect such other commercially reasonable actions (including the entry into agreements with, the provision of commercially reasonable undertakings to, and submission to orders of, the relevant Government Antitrust and Foreign Investment Entity giving effect thereto, including the posting of a bond or cash escrow to secure the performance thereof), in each case if such action should be reasonably necessary, proper or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened in writing (x) commencement of any investigation or proceeding in any forum or (y) issuance of any order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions by any Government Antitrust and Foreign Investment Entity and (iii) in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the Transactions in accordance with the terms of this Agreement or any of the other Transaction Documents unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions, any and all commercially reasonable steps (including the appeal thereof, the posting of a bond or, in the case of Buyer, the taking of the steps contemplated by clause (ii) of this Section 7.4(d)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement or any other Transaction Documents. In no event shall any of the Sellers or any of their respective Affiliates be required to agree to any condition, restriction, divestiture or other requirement imposed on such Seller and its Affiliates (other than the Companies). (e) Subject to applicable Laws relating to the sharing of information and, if an Event of Default shall have occurred and be continuingapplicable, any joint defense agreement entered into pursuant to Section 7.1, each Obligor of the Sellers and Buyer shall take promptly notify each other of any action communication any of them receives from any Government Entity (other than communications for purely logistical purposes) and permit the others to review in advance any proposed applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) by such Seller or Buyer, as applicable, to any Government Entity and shall provide each other with copies of all applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Government Entity) between such Seller or Buyer, as applicable, or any of their respective Representatives, on the one hand, and any Government Entity or members of the staff of any Government Entity, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement and the other Transaction Documents, except with respect to Taxes (which are covered by Section 7.8). Except with respect to Taxes (which are covered by Section 7.8) and the Administrative Agent Investment Canada Act Approval, each of the Sellers and Buyer shall not agree to participate in any meeting or discussion with any Government Entity relating to the matters that are the subject of this Agreement (including in respect of satisfying or obtaining the Buyer Required Approvals and the Seller Approvals) or any of the other Transaction Documents unless it consults with the others in advance and, to the extent permitted by such Government Entity, gives them the opportunity to attend and participate at such meeting or discussion. To the extent any Seller is not present at a meeting or is not a party to a discussion with any Government Entity relating to the Investment Canada Act, Buyer shall advise the Sellers of the substance of any proposals or any position to be taken by Buyer in any such meeting or discussion and keep such Seller fully informed of such meetings and discussions promptly after such meetings or discussions. Subject to the Confidentiality Agreement and, if applicable, any joint defense agreement entered into pursuant to Section 7.1, each of the Sellers and Buyer shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the others may reasonably request in order connection with the foregoing (including in seeking early termination of any applicable waiting periods under the HSR Act or any other Antitrust Law) and shall keep the others informed of the status of discussions relating to transfer obtaining or concluding the Buyer Required Approvals and assign the Seller Approvals; provided, however, that the foregoing shall not require any of the Sellers, Buyer or any of their respective Affiliates (i) to disclose any information that in the reasonable judgment of such Seller, Buyer or any of their respective Affiliates (as the case may be) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality, (ii) to disclose any privileged information or confidential competitive information of such Seller, Buyer or any of their respective Affiliates or (iii) to disclose the valuation of, or any communications analyses or other work product regarding the valuation of, the Securities, U.S. General Partner, the Companies or the Companies’ assets. If any of the Sellers or Buyer seeks to withhold information from any of the others for any reason permitted by this Section 7.4(e), such Seller or Buyer, as applicable, shall nonetheless provide a redacted version of the information so withheld to the Administrative Agentothers and, or subject to the requirement that such one or more third parties as outside counsel not disclose the Administrative Agent may designateunredacted version to any other Person, or to a combination complete, unredacted version of the foregoingsame to the outside legal counsel of the others. None of the Sellers or Buyer shall be required to comply with any provision of this Section 7.4(e) to the extent that such compliance would be prohibited by applicable Law. (f) Buyer agrees that (i) it shall not, each Government Approval directly or indirectly, (A) consolidate with or merge into any other corporation or other entity and not be the continuing or surviving corporation or other entity of such Obligor. To enforce consolidation or merger or (B) transfer all or substantially all of its properties and assets to any Person, unless, in the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control case of each such Governmental Approval for of clauses (i)(A) and (i)(B), proper provisions will be made so that the purpose successors and assigns of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request Buyer shall assume all of the receiver so appointedobligations of Buyer set forth in this Agreement and (ii) it shall not, andand shall not permit any of its Affiliates to, if such Obligor shall refuse directly or indirectly, acquire or agree to authorize the transferacquire any assets, its approval may be required business or any Person whether by the court. Upon the occurrence and continuance of an Event of Defaultmerger, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvalsconsolidation, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any purchasing a substantial portion of the assets of or equity in or by any other manner or engage in any other transaction or take any other action, if, in the case of this clause (ii), the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase or other transaction or action could be expected to (x) impose any delay in the expiration or termination of any applicable waiting period or impose any delay in the obtaining of, or increase the risk of not obtaining, any authorization, consent, clearance, approval or order of a Government Entity necessary to consummate the Transactions, including any Governmental ApprovalSeller Approvals or any Buyer Required Approvals and any approvals and expiration of waiting periods under applicable Antitrust Laws, (y) increase the risk of such Obligor. Because each Obligor agrees any Government Entity entering, or increase the risk of not being able to remove or successfully challenge, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Administrative Agent’s remedy at law for failure Transactions or (z) otherwise delay or impede the consummation of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsTransactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Spectra Energy Corp.)

Regulatory Approvals. PromptlyThe Purchaser and the Aluma Group will, at each of their respective sole cost and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, within fifteen (15) Business Days after the date of this Agreement: (a) take any and all steps reasonably necessary and in such Party’s control and use its commercially reasonable efforts to ensure that the Transfer of the Assets and Transactions are allowed under the Investment Canada Act; (b) file any and all notifications, filings and other documents required to obtain any and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval all approvals, consents or the consentwaivers from governmental Agencies, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvalsincluding, if required, for any action or transaction contemplated by this Security Agreement, including, without limitationunder the Investment Canada Act, the preparationCompetition Act and the HSR Act; and (c) obtain all other Regulatory Approvals listed on Schedule H, execution provided that the Purchaser shall pay any filing fee required with respect to the HSR Act, Competition Act and filing with Investment Canada Act. The Purchaser and the Governmental Authority of Aluma Group will take all commercially reasonable steps as may be necessary to assist the other Party to make any such Obligor’s portion of filings and receive any necessary consents or appropriate application for approvals hereunder and to respond as promptly as practicable to any inquiries received from the approval Competition Bureau or the U.S. Federal Trade Commission, the Antitrust Division of the transfer U.S. Department of Justice and any other Agency for additional information or assignment of documentation and to respond as promptly as practicable to all inquiries and requests received from any portion of Agency in connection therewith. The Purchaser and the assets (including Aluma Group agree to promptly take all reasonable steps necessary to avoid or eliminate each and every impediment under any Governmental Approval) of such Obligorantitrust or competition Law that may be asserted by any U.S. federal, Canadian or other national, state or local antitrust or competition authority so as to enable the parties to expeditiously close the Transactions. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to The Aluma Group shall either comply with the provisions Bulk Sales Act in all applicable jurisdictions in which the Business operates, in respect of this subsection would be inadequate the Transactions, or obtain a final and non-appealable exemption order in respect thereof satisfactory to Purchaser, acting reasonably. In the latter event, the Aluma Group agrees to use reasonable efforts to work with the Purchaser to request in such order(s) such further comfort as the Purchaser may request to satisfy itself, acting reasonably, that such failure would not be adequately compensable it will acquire title to the Assets as contemplated in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.§1.A.

Appears in 1 contract

Samples: Asset Purchase Agreement (Brand Intermediate Holdings Inc)

Regulatory Approvals. Promptly(a) Xxxxxxxx and LMP shall, as promptly as practicable following the Effective Date, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), the notification and report form required from each of Xxxxxxxx and LMP for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act. Each of Xxxxxxxx and LMP shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. The Parties agree that LMP, on the one hand, and at its expenseXxxxxxxx, execute on the other hand, shall each be responsible for 50% of any and deliver, or cause all filing fees payable in connection with the foregoing filings. (b) Xxxxxxxx and LMP shall use their respective commercially reasonable efforts to be executed promptly obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement and delivered, all applications, certificates, instruments, registration statementsshall keep each other apprised of the status of any communications with, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any inquiries or requests for additional information from any Governmental Approval Authority and shall comply promptly with any such inquiry or request. LMP and Xxxxxxxx shall use their commercially reasonable efforts to obtain any necessary approval from any Government Authority under the consentHSR Act. Notwithstanding anything contained in this Agreement to the contrary, approval, registration, qualification neither LMP nor Xxxxxxxx nor any of their Subsidiaries or authorization of any other Person deemed necessary or appropriate for the effective exercise of Affiliates shall be obligated to do any of the rights following: (i) dispose or transfer any asset other than pursuant to this Agreement; (ii) license or otherwise make available to any Person any technology or other intellectual property rights; (iii) hold separate any assets or operations (either before or after the applicable Closing Date); or (iv) change or modify any course of conduct or otherwise make any commitment regarding future operations. MIPA – AAG Hyundai 35 (c) The Parties commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under this Security Agreementthe HSR Act at the earliest practicable dates. Without limiting the generality Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the foregoingreviewing Governmental Authority, if an Event of Default shall have occurred and be continuing, (ii) to confer with each Obligor shall take any action which the Administrative Agent may reasonably request in order other regarding appropriate contacts with and response to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval personnel of such Obligor. To enforce the provisions Governmental Authority. (d) Each of this subsection, upon the occurrence LMP and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver Xxxxxxxx shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist “substantially comply” as promptly as practicable with any request for additional information or documentary material issued by a Governmental Authority under 15 U.S.C. Sec 18(e) and in obtaining Governmental Approvalsconjunction with the Contemplated Transactions (a “Second Request”). Each of LMP and Xxxxxxxx will certify to substantial compliance with respect thereto as promptly as practicable. Each of LMP and Xxxxxxxx agrees to take all reasonable steps to assert, defend, and support certification of substantial compliance with any Second Request. Each of LMP and Xxxxxxxx agrees to give such advance notices as may be required (including, if requirednecessary, for any action or transaction contemplated by this Security Agreementnotice of an anticipated Closing Date), including, without limitation, and to otherwise reasonably cooperate to give effect to the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval rights of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained other set forth in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsSection 6.20.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.)

Regulatory Approvals. Promptly(a) Each party hereto (other than the Stockholders’ Agent) shall use commercially reasonable efforts to file, as soon as practicable after the Agreement Date (but, with respect to the filing under the HSR Act, in no event later than ten Business Days (unless otherwise agreed to by the parties)), all filings, submissions, notices, reports and other documents required to be filed by such party with any Governmental Entity listed on Schedule C with respect to the Merger and other Transactions, and at to submit as promptly as practicable any additional information that may be required or requested by any such Governmental Entity under any applicable Antitrust Law. The parties hereto shall respond as promptly as practicable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Entity under any applicable Antitrust Law. Subject to the Applicable Laws and the confidentiality provisions of the Confidentiality Agreement, Acquirer and the Company each shall promptly supply the other or its expenseoutside counsel with any information which may be required in order to effectuate any filings (including applications) or submissions pursuant to (and to otherwise comply with its obligations set forth in) this Schedule C. Except where prohibited by Applicable Law or any Governmental Entity, execute and deliversubject to the confidentiality provisions of the Confidentiality Agreement, the parties shall: (i) consult with one another with respect to any notices, submissions or filings with any Governmental Entity made by Acquirer or the Company in connection with the Transactions (including under any Antitrust Laws); (ii) inform the other parties and, if in writing, furnish the other parties with copies of (or, in the case of oral communications, advise the other parties orally of) any material communication from or to any Governmental Entity regarding the Transactions, and permit the other parties to review and discuss in advance, and consider in good faith, the view of the parties in connection with any proposed material communication or submission with any such Governmental Entity; and (iii) inform one another of any requests for payments, fees or penalties received from any Governmental Entity in connection with any such filings and, in the case of the Company, not make such payment until it has received Acquirer’s consent thereto (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything in this Section 5.4, with respect to Antitrust Laws, Acquirer shall be entitled to direct and control all communications, strategy, and defense of the Transactions in any Legal Proceeding by, or negotiations with, any Governmental Entity relating to Antitrust Laws. (b) Subject to Section 5.4(c), Acquirer and the Company, as applicable, shall use their respective commercially reasonable efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statements, and all other documents and papers actions necessary to consummate the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.4(c), each party to this Agreement (other than the Stockholders’ Agent): (i) shall make all filings (if an Event any) and give all notices (if any) required to be made and given by such party in connection with the Transactions as set forth in Section 5.4(b); and (ii) shall use commercially reasonable efforts to obtain each consent (if any) required to be obtained (pursuant to any Applicable Law, Contract or otherwise) by such party in connection with the Transactions. (c) Notwithstanding anything to the contrary herein, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of Default any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition (collectively, “Antitrust Laws”), it is expressly understood and agreed that (i) no party shall have occurred any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent and (ii) Acquirer shall not be continuingunder any obligation to make proposals, each Obligor shall take execute or carry out agreements or submit to orders providing for (A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any action which assets or categories of assets of Acquirer or any of its Affiliates or the Administrative Agent may reasonably request in order Company or any of the Company Subsidiaries, (B) the imposition of any limitation or regulation on the ability of Acquirer or any of its Affiliates to transfer and assign freely conduct their business or own such assets or (C) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination shares of Company Capital Stock (any of the foregoing, each Government Approval of such Obligoran “Antitrust Restraint”). To enforce Nothing in this Section 5.4 shall limit the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment right of a receiver from any court of competent jurisdiction. Such receiver shall be instructed party hereto to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser terminate this Agreement pursuant to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, Article VII if such Obligor party has, until such date, complied in all material respects with its obligations under this Section 5.4. (d) Between the Agreement Date and the date on which the applicable waiting period under the HSR Act expires, Acquirer shall refuse not, and shall not permit any of its Affiliates to, acquire or agree to authorize the transferacquire by merging or consolidating with, its approval may be required or by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, or consolidation would be reasonably likely to materially (including i) impose any delay in the obtaining of, or increase the risk of not obtaining approval or the expiration or termination of any waiting period under the HSR Act or any other Antitrust List, (ii) increase the risk of any Governmental ApprovalEntity entering any order prohibiting the consummation of the transactions contemplated hereby or (iii) delay the consummation of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantstransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (SentinelOne, Inc.)

Regulatory Approvals. Promptly(a) As soon as practicable and in no event later than thirty (30) calendar days after the date of this Agreement, and assuming the full and timely cooperation and assistance of Seller, Purchaser shall prepare and file any applications, notices and filing required in order to obtain the Regulatory Approvals. Purchaser, with the reasonable cooperation of Seller, at its Purchaser’s expense, execute shall use reasonable best efforts to obtain each such approval as promptly as reasonably practicable in order to permit the Closing to occur not later than August 28, 2009, except Purchaser need not take any action that would give rise to Purchaser’s right to terminate this Agreement pursuant to Section 10.1(h). Seller will use reasonable best efforts to cooperate in connection therewith (including the furnishing of any information and deliver, any reasonable undertaking or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as commitments which may be required by law to acquire any Governmental Approval or obtain the consent, approval, registration, qualification or authorization Regulatory Approvals). Each party will provide the other with copies of any applications and all correspondence relating to Regulatory Approvals prior to filing, other Person deemed necessary or appropriate for than material filed in connection therewith under a claim of confidentiality. If any Regulatory Authority shall require the effective exercise modification of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred terms and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of DefaultAgreement as a condition to granting any Regulatory Approval, the Administrative Agent is empowered parties hereto will negotiate in good faith to request seek a mutually agreeable adjustment to the appointment terms of a receiver the transaction contemplated hereby, such agreement not to be unreasonably withheld, conditioned or delayed. (b) The parties shall promptly advise each other upon receiving any communication from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval governmental entity whose consent or approval is required for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request consummation of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement, including, without limitation, Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval required hereunder will not be obtained or that the preparation, execution and filing with the Governmental Authority of such Obligor’s portion receipt of any necessary or appropriate application for the such approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would will be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsmaterially delayed.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Emclaire Financial Corp)

Regulatory Approvals. Promptly(a) Each of the Company, Parent and Subco shall promptly apply for, and at its expensetake all reasonably necessary actions to obtain or make, execute as applicable, all Authorizations, Orders, declarations, submissions and deliverfilings with, or cause and notices to, any Governmental Entity required to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required obtained or made by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate it for the effective exercise of any consummation of the rights under this Security Agreementtransactions contemplated hereby. Each party shall cooperate with and promptly furnish information to the other parties necessary in connection with any requirements imposed upon such other parties in connection with the consummation of the Arrangement. Without limiting the generality of the foregoing, if an Event each of Default the Company and Parent shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than 10 Business Days following the execution and delivery of this Agreement, file (i) a long form notification pursuant to Part IX of the Canadian Competition Act, (ii) the notification and report form required for the Arrangement and the transactions contemplated hereby pursuant to the HSR Act, (iii) any supplemental information requested or considered by Parent to be desirable to be submitted in connection with obtaining Competition Act Approval and the review of the transactions contemplated hereby pursuant to the HSR Act, and (iv) with any other Governmental Entity, any other filings, reports, information and documentation required for the consummation of the Arrangement and the transactions contemplated hereby pursuant to the Investment Canada Act or any Other Antitrust Laws. (b) Each of the Company and Parent shall have occurred furnish to each other’s counsel such information and be continuing, each Obligor shall take any action which reasonable assistance as the Administrative Agent other may reasonably request in order to transfer and assign to the Administrative Agentconnection with its preparation of any filing or submission that may be necessary or considered desirable by Parent in connection with (i) obtaining Competition Act Approval or Investment Canada Act Approval, or to such one or more third parties as (ii) the Administrative Agent may designate, or to a combination HSR Act and any Other Antitrust Laws. (c) Each of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence Company and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver Parent shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist obtain promptly Competition Act Approval and any clearance or approval required under the Investment Canada Act, the HSR Act and any Other Antitrust Laws for the consummation of the Arrangement and the transactions contemplated hereby. Each of the Company and Parent shall keep the other apprised of the status of any communications with, and any inquiries or requests for additional information from any Governmental Entities and shall comply promptly with any such inquiry or request. Each of the Company and Parent shall give the other reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Entity regarding any Authorizations, Orders, responses to information requests, declarations and filings with, and notices to, any Governmental Entity, and permit the other to review and discuss in obtaining advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Approvals, if required, for any action or transaction Entity with respect to the Arrangement and the transactions contemplated by this Security Agreement. Notwithstanding the foregoing or any other provision of this Agreement, including(i) Parent shall not be required to (A) consent to the divestiture, without limitationlicense or other disposition or holding separate (through the establishment of a trust or otherwise) of any of its or its Affiliates’ assets or any assets of the Company or any of its Subsidiaries or (B) regarding antitrust matters, consent to any other structural or conduct remedy or enter into any settlement or agree to any Order respecting the transactions contemplated by this Agreement, and (ii) neither Parent nor any of its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the transactions contemplated by this Agreement; provided, that each of the Company and Parent shall both promptly respond to any Governmental Entity with respect to any request for additional information. (d) Each of the Company and Parent shall instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the Canadian Competition Act, the preparationInvestment Canada Act, execution the HSR Act and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for Other Antitrust Laws, the approval of the transfer or assignment Arrangement under the Canadian Competition Act and the Investment Canada Act and the expiration of the applicable HSR Act waiting period and any waiting periods under the Other Antitrust Laws at the earliest practicable dates. Such reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Entity, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of any portion of Governmental Entity. Notwithstanding the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that foregoing, counsel to Parent shall have the Administrative Agent’s remedy at law primary responsibility for failure of such Obligor to comply contacting and communicating with the provisions Commissioner, the Minister responsible for the Investment Canada Act, the U.S. Department of this subsection would be inadequate Justice and that such failure would not be adequately compensable U.S. Federal Trade Commission and government authorities responsible for Other Antitrust Laws, in damagesconnection with the satisfaction of conditions set forth in Sections 7.1(c), such Obligor agrees that the covenants contained in this subsection may be specifically enforced, 7.1(d) and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants7.1(e).

Appears in 1 contract

Samples: Arrangement Agreement (United States Steel Corp)

Regulatory Approvals. Promptly(a) Each of Acquiror and the Company shall promptly apply for, and at its expense, execute and deliveruse reasonable best efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statementsactions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all other documents things that are necessary or advisable to consummate and papers make effective the Administrative Agent may reasonably request Transactions, including (i) the use of reasonable best efforts to cause the conditions in ARTICLE 9 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations, filings and notices and the taking of any and all reasonable steps as may be required by law necessary to acquire obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Approval Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties and (iv) the consent, approval, registration, qualification or authorization execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) Without limiting the generality of the foregoing, each of Acquiror and the Company shall within 10 business days, and before the expiration of any relevant legal deadline, make or cause to be made any filing, or where not permitted to make a filing, to initiate contact with the reviewing Governmental Entity, in any jurisdiction, with any Governmental Entity, required in connection with the Transactions and which relate to the HSR Act, which form will include a request for early termination of the applicable waiting period, or any antitrust and competition Laws and foreign investment Laws of all xxxxxxxxxxxxx xxxxx xxxx xxxxx xx xxx Xxxxxx Xxxxxx and any other Person similar applicable Law (collectively, “Antitrust Laws”). Each of Acquiror and the Company shall furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission relating to any of the Antitrust Laws. (c) Each of Acquiror and the Company shall use reasonable best efforts to obtain promptly any clearance, under any of the Antitrust Laws, such clearance deemed necessary or appropriate advisable by the Parties for the effective exercise consummation of Transactions. Each of Acquiror and the Company shall keep the other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States Federal Trade Commission (the “FTC”), the United States Department of Justice (the “DOJ”) or other Governmental Entity and shall use its reasonable best efforts to comply promptly with any such inquiry or request. No party hereto shall independently participate in any meeting or discussion with any Governmental Entity in respect of any filings, applications, investigations, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which may be limited to outside antitrust counsel only). Acquiror will consult with the Company in connection with the preparation of all written presentations, memoranda, briefs, arguments, opinions, proposals, or other written submissions to any Government Entity that are prepared in connection with obtaining any clearances deemed necessary or advisable by the parties under any of the rights under this Security AgreementAntitrust Laws for the consummation of the Transactions. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby Acquiror agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvalstake any and all reasonable steps necessary to receive regulatory clearance under all applicable Antitrust Laws to close the Transactions, if requiredunless the taking of such actions would have (or would reasonably be expected to have) a material adverse effect on the business condition (financial or otherwise) of Acquiror, for its Subsidiaries, and the Acquired Companies, taken as a whole. Notwithstanding the foregoing, Acquiror shall not be required to (A) consent to the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any action of its or transaction its Affiliates’ assets or any assets of the Acquired Companies, or (B) consent to any other structural or conduct remedy or enter into any settlement or agree to any Order regarding antitrust matters respecting the transactions contemplated by this Security Agreement, including, without limitation, . (d) Acquiror and the preparation, execution Company shall instruct their respective counsel to cooperate with each other and filing with use their best efforts to facilitate and expedite the Governmental Authority of such Obligor’s portion identification and resolution of any necessary or appropriate application for the approval issues arising under any of the transfer or assignment filings made pursuant to Section 8.1 of this Agreement and to promote the expiration of any portion applicable waiting period or obtain any antitrust approvals or clearance at the earliest practicable date. Such best efforts and cooperation include counsels’ (i) to keeping each other informed of all material communications from and to personnel of the assets reviewing Governmental Entity and (including ii) conferring with each other regarding appropriate contacts with and response to personnel of any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsEntity.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Valeant Pharmaceuticals International)

Regulatory Approvals. Promptly(a) Each of the parties shall, and at shall cause its expenserespective Affiliates to, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist take any and all steps to make all required filings and all things necessary, proper or advisable to consummate the Transactions as promptly as practicable, including preparing and filing all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, Permits or Orders from all Governmental Bodies. In furtherance and not in obtaining Governmental Approvalslimitation of the foregoing, if requiredeach of Buyer and, for any action or transaction contemplated by this Security Agreement, including, without limitationwhere applicable, the preparationCompany undertakes and agrees to make, execution or cause to be made, with respect to the Transactions, no later than five (5) Business Days after the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act. Each of Buyer and Company shall, and shall cause its Affiliates to, use reasonable best efforts to (A) respond as promptly as practicable to any inquiries or requests received from any Governmental Body pursuant to the HSR Act or the other Antitrust Laws and supply any additional information or documentation that may be requested and (B) use its reasonable best efforts to cause the waiting periods or other requirements under the HSR Act and all other applicable Antitrust Laws to terminate or expire at the earliest possible date (including with respect to filings under the HSR Act, seeking early termination of the waiting period under the HSR Act). The Company, Buyer and their respective Affiliates shall not withdraw their HSR Act filing, or other filing required by Antitrust Law, enter into any agreements to extend any HSR Act waiting period or other waiting period under any Antitrust Law, or enter into any agreements to delay or not to consummate the Transactions without the prior written consent of the other parties hereto. All filings fees related to the HSR Act or any other filings under any other Antitrust Laws shall be borne by Buyer. (b) Further, and without limiting the generality of the rest of this Section 6.3, each of the parties shall cooperate in all respects with each other to prepare any filing or submission made with any Governmental Body in connection with the Transactions and regarding any investigation or other inquiry by any Governmental Authority of Body in connection with the Transaction, which shall include (i) furnishing to the other parties such Obligor’s portion necessary information and reasonable assistance as the other parties may reasonably request in connection with the foregoing, (ii) to the extent permitted by Law, informing the other parties of any necessary or appropriate application communication with any Governmental Body regarding any of the Transactions, and (iii) to the extent permitted by Law, providing counsel for the approval other parties with copies of all substantive correspondence, filings or other communications between such party or any of its Representatives, on the transfer or assignment of any portion of the assets (including one hand, and any Governmental Approval) of such Obligor. Because each Obligor agrees Body, on the other hand, in connection with the Transactions; provided, however, that the Administrative Agent’s remedy at law for failure of such Obligor materials may be reasonably designated as “Outside Counsel Only” and also may be redacted as necessary to comply with contractual arrangements and with applicable Law, and to address reasonable attorney-client or other privilege or confidentiality concerns. Each party hereto shall, subject to applicable Law, permit counsel for the provisions other parties to review in advance, and consider in good faith the views of the other parties in connection with, any proposed written communication to any Governmental Body in connection with the Transactions. The parties agree not to participate, or to permit their Affiliates or advisors to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Body in connection with the Transactions unless, to the extent not prohibited by such Governmental Body, it consults with the other parties in advance and gives the other parties the opportunity to attend and participate. (c) Further, and without limiting the generality of the rest of this subsection Section 6.3, but subject to the proviso to the last sentence of this Section 6.3(c), Buyer shall, and shall cause its Affiliates to promptly take and diligently pursue any or all actions necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Body with respect to this Agreement so as to make effective as promptly as practicable the Transactions and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing beyond the Termination Date (and, for the avoidance of doubt, so as to avoid an in-depth or second phase review by the relevant Governmental Body to the extent reasonably practicable). Subject to the proviso to the last sentence of this Section 6.3(c), in furtherance of this obligation, Buyer shall, and shall cause its Affiliates to, use its reasonable best efforts to (i) contest, defend and appeal any threatened or pending litigation or preliminary or permanent injunction or other Order that would adversely affect the ability of any party hereto to consummate, or otherwise delay the consummation of, the Transactions; and (ii) agree to take any other action as may be inadequate required by a Governmental Body in order to (A) obtain all necessary consents, approvals and authorizations as soon as reasonably possible, and in any event before the Termination Date, (B) avoid the entry of, or to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect in any Legal Proceeding and that prohibits, prevents or restricts consummation of the Transactions, or (C) effect the expiration or termination of any waiting period, which would otherwise have the effect of preventing or delaying the Closing beyond the Termination Date. Buyer and Company shall not, and shall cause each of their respective Affiliates not to, take any action which is intended to or which would reasonably be expected to adversely affect the ability of any of the parties hereto from obtaining (or cause delay in obtaining) any necessary approvals of any Governmental Body required for the Transactions, from performing its covenants and agreements under this Agreement, or from consummating the Transactions. Without limiting the foregoing, in order to avoid the entry of, or to effect the dissolution of, any Order in any Legal Proceeding instituted by any Governmental Body, or any impediment under any Antitrust Law imposed by any Governmental Body, which would otherwise have the effect of preventing the consummation of the Transactions, Buyer shall, and Buyer shall cause its Affiliates to, (i) propose, negotiate, offer to commit to and effect (and if such failure would offer is accepted, committing to and effecting), by order, consent decree, hold separate order or otherwise, the sale, divestiture, license, holding separate, or other disposition of, or restriction on, any assets, properties, products, product lines, services, businesses or rights of Buyer or its Affiliates or, effective as of the Effective Time, the Surviving Corporation or the Company Subsidiaries or any interest or interests therein, (ii) terminate, amend or modify any Contract or other business relationship of Buyer or its Affiliates or, effective as of the Effective Time, the Surviving Corporation or the Company Subsidiaries and (iii) take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the assets, properties, products, product lines, services or businesses of Buyer or its Affiliates, or effective as of the Effective Time, the Surviving Corporation or the Company Subsidiaries or any interest or interests therein; provided, that (x) Buyer shall not be adequately compensable in damagesrequired to take any of the foregoing actions unless such actions are conditioned upon the consummation of the Transactions and (y) without the prior written consent of Buyer, such Obligor agrees none of the Acquired Companies shall take any of the foregoing actions (provided that the covenants contained Acquired Companies shall be required to take such actions if Buyer so requests so long as such action is conditioned on the consummation of the Transactions). (d) Notwithstanding anything to the contrary in this subsection Section 6.3 Buyer shall have the right to direct all matters with any Governmental Body consistent with its obligations hereunder, and Buyer shall make all strategic decisions and lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any requests that may be specifically enforcedmade by, or any approvals that may be sought by or from, any Governmental Body, including determining the strategy for contesting, litigating or otherwise responding to objections to, or Legal Proceeding challenging, the consummation of the Transactions, in each case subject to good faith consultations with the Company. Without limiting the foregoing sentence, Buyer shall have the right to choose which action(s) it will take in order to comply with its obligations in this Section 6.3 (e.g., if Buyer’s obligations under Section 6.3 require Buyer to take one action or another action, then Buyer shall be entitled to elect which action to take). (e) Buyer shall not, and shall cause its Affiliates not to, acquire or enter into any agreement to acquire (by merger, consolidation, acquisition of equity interests or assets, joint venture or otherwise) any Person or a portion thereof or otherwise acquire or agree to acquire any assets, if such Obligor hereby waives acquisition or the entering into such agreement would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any Governmental Body, permit or Order necessary to consummate the Transactions or the expiration or termination of any waiting period under applicable Law; (ii) materially increase the risk of any Governmental Body entering an Order prohibiting the consummation of the Transactions or materially increase the risk of not being able to remove any such Order on appeal or otherwise; or (iii) otherwise materially delay or prevent the consummation of the Transactions. (f) Prior to the Closing or earlier valid termination of this Agreement in accordance herewith, the Company shall use and agrees shall cause the Company Subsidiaries to use, its and their respective commercially reasonable efforts to (i) obtain consents of all third parties with respect to the Contracts set forth on Schedule 4.3(a)(ii)(4) and Schedule 4.3(b)(2)-(6) and (ii) provide any notices to third parties required to be provided prior to the Effective Time with respect to the consummation of the Transactions; provided, that the parties shall not be required to assert (and without Buyer’s prior written consent the Company shall not, and shall not permit any defenses against an action for specific performance Company Subsidiary to) pay or commit to pay any amount to or grant any accommodation to any Person from whom any such consent may be requested or required; provided, further, that failure to obtain such consent, and actions taken by such third parties in connection therewith, shall in no way reduce Buyer’s obligations herein or be deemed to result in the failure of such covenantsany of the conditions set forth in Section 7.1 or Section 7.2.

Appears in 1 contract

Samples: Merger Agreement (Murphy USA Inc.)

Regulatory Approvals. Promptly, and at its expense, execute and deliver(a) Each of the parties shall use their reasonable best efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statementsaction, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws to consummate and make effective as promptly as practicable the transactions contemplated hereby. Subject to appropriate confidentiality protections, each party hereto shall furnish to the other documents parties such necessary information and papers the Administrative Agent reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Each of the parties shall cooperate with one another and as may be use their reasonable best efforts to prepare all necessary documentation (including furnishing all information required by law under the Competition Laws or Investment Screening Laws) to acquire effect promptly all necessary filings with any Governmental Approval or the consentEntity and to obtain as promptly as practicable all consents, approval, registration, qualification or authorization waivers and approvals of any Governmental Entity necessary to consummate the transactions contemplated hereunder. If not restricted by the applicable Governmental Entity, each party shall promptly inform the other Person deemed necessary or appropriate of any substantive oral communication with, and provide to counsel for the effective exercise other parties copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity (except to the extent that such written correspondence contains information that does not relate to the transactions contemplated hereby) or other Governmental Entity relating to the transactions contemplated by this Agreement or any of the rights matters described in this Section 7.6. No party hereto shall independently participate in any meeting or conference call with any Governmental Entity in respect of any such filings, investigation or other inquiry relating to the transactions contemplated by this Agreement without giving the other party prior notice of the meeting or conference call and, to the extent not restricted by such Governmental Entity, the opportunity to attend or participate. To the extent permissible under applicable Law, the parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Competition Laws or Investment Screening Laws relating to the transactions contemplated by this Agreement; provided, if the parties cannot agree on a jointly developed strategy as to such matters, notwithstanding their respective good faith attempts to do so, Purchaser shall have the final say with respect to the strategy for such matters, provided that Purchaser reasonably consults with the Company. In furtherance thereof, the parties shall meet at a regular cadence (not less than once per week from the date of this Agreement until satisfaction of the conditions contemplated in Section 8.1(b)) to (i) discuss status of any filings with any Governmental Entity and the process for obtaining consents, waivers and approvals of any Governmental Entity necessary to consummate the transactions contemplated hereunder and (ii) consult in good faith with the other party with respect to strategy and timing relating to proceedings under the Competition Laws or Investment Screening Laws relating to the transactions contemplated by this Agreement, including any material decisions relating to obtaining consents, waivers, approvals and waiting periods contemplated by Section 8.1(b) or any action contemplated by Section 7.6(d) and Section 7.6(e); provided, if the parties cannot agree on a jointly developed strategy as to such matters, notwithstanding their respective good faith attempts to do so, Purchaser shall have the final say with respect to the strategy for such matters, provided that Purchaser reasonably consults with the Company. The parties may, as they deem advisable, redact any materials as necessary to address reasonable privilege or confidentiality concerns (including with respect to other businesses of the Company, Purchaser or their respective Affiliates and Subsidiaries), and to remove references concerning the valuation of the Company and its Subsidiaries, or Purchaser and its Subsidiaries, or designate any competitively sensitive materials provided to the other under this Security Agreement. Section 7.6 or any other section of this Agreement as “legal counsel only.” Materials designated “legal counsel only” and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (c) Without limiting the generality of the foregoingundertakings pursuant to this Section 7.6, the parties shall use reasonable best efforts to provide or cause to be provided (including by their “ultimate parent entities” as that term is defined in the HSR Act) as promptly as practicable to any Governmental Antitrust Entity or other Governmental Entity information and documents that are requested by such Governmental Antitrust Entity or other Governmental Entity or that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including filing any notification and report form and related material required under (i) the HSR Act and (ii) any other filing under any applicable Law set forth in Schedule 7.6(c) as promptly as practicable after the date of this Agreement (and with regard to any notification and report form and related material required under the HSR Act, in any event on or prior to January 6, 2025), and thereafter to respond promptly to any request for additional information or documentary material that may be made under the HSR Act and any other applicable Law. Purchaser and the Company shall (A) request “early termination” of the applicable waiting period under the HSR Act, and (B) make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Purchaser shall be responsible for all filing fees applicable to Purchaser and its ultimate parent entity under the HSR Act and under any such other Laws or regulations applicable to Purchaser. Purchaser shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, or “pull and refile,” pursuant to 16 C.F.R. 803.12 with respect to the filing made under the HSR Act, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the Share Purchase or the other transactions contemplated hereby, with any Governmental Entity without the prior written consent of the Company, which shall not be unreasonably withheld. (d) If any objections are asserted with respect to the transactions contemplated hereby under any applicable Law or if an Event any Action is instituted by any Governmental Entity challenging any of Default shall have occurred and be continuingthe transactions contemplated hereby as violative of any applicable Law, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver parties shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for to: (i) promptly oppose or defend against any action to prevent or transaction enjoin consummation of this Agreement (and the transactions contemplated hereby); and (ii) promptly take such action as reasonably necessary to overturn any regulatory action by any Governmental Entity to prevent or enjoin consummation of this Agreement (and the transactions contemplated hereby), including by promptly defending any Action brought by any Governmental Entity in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, such Action in order to resolve any such objections or challenges as such Governmental Entity may have to such transactions under such applicable Law so as to permit consummation of the transactions contemplated by this Security AgreementAgreement prior to the Outside Date. (e) Notwithstanding the foregoing, Purchaser shall, and shall cause its Affiliates to, take all actions necessary to obtain any authorization, consent or approval of a Governmental Entity (including in connection with any Governmental Filings) necessary or advisable so as to enable the consummation of the transactions contemplated hereby to occur as promptly as practicable (and in any event, no later than the Outside Date) and to resolve, avoid or eliminate any impediments or objections, if any, that may be asserted by a Governmental Entity with respect to the transactions contemplated hereby under any Competition Law, including: (i) promptly taking such actions, without limitationand promptly agreeing to such requirements or conditions, with respect to Purchaser, the preparationCompany or their respective Subsidiaries, execution to mitigate any concerns as may be requested or required by a Governmental Entity in connection with any Governmental Filing, (ii) promptly proposing, negotiating, committing to and filing with effecting, by consent decree, hold separate order or otherwise, the Governmental Authority sale, divestiture, licensing or disposition of, or holding separate of, businesses, products or product lines, operations, investments, companies, rights or assets of Purchaser, the Company or their respective Subsidiaries or any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such Obligorbusinesses, products or product lines, operations, investments, companies, rights or assets), (iii) terminating or restructuring existing relationships, contractual or governance rights or obligations of Purchaser, the Company or their respective Subsidiaries, (iv) terminating any of Purchaser’s, the Company’s portion or their respective Subsidiaries’ ventures or other arrangements, and (v) otherwise promptly taking or promptly committing to take actions that after the Closing Date would limit Purchaser’s, the Company’s or their respective Subsidiaries’ freedom of action with respect to, or its ability to retain or control, one or more of the businesses, products or product lines, operations, investments, companies, rights or assets of Purchaser, Purchaser’s Affiliates, the Company or their respective Subsidiaries (each such action in the foregoing clauses (i) through (v), individually or collectively, a “Remedial Action”); provided that, notwithstanding the foregoing or anything else in this Agreement to the contrary, (A) nothing in this Agreement shall require Purchaser or its Affiliates (excluding, after the Closing, the Company and its Subsidiaries) to propose, agree to, commit to, or effect, by consent decree, hold separate order or otherwise, any necessary Remedial Action that requires Purchaser or appropriate application any of its Affiliates to sell, divest, license, dispose of or hold separate any businesses, products or product lines, operations, investments, rights or assets of Purchaser or any of its Affiliates (excluding, after the Closing, the Company and its Subsidiaries) that generated, in the aggregate, more than $300 million of trailing twelve month revenues (with such revenues for any such businesses, products or product lines, operations, investments, rights or assets of Purchaser or any of its Affiliates being measured for the approval applicable trailing twelve months ending the month prior to the month in which the Remedial Action is required to be taken) and (B) nothing in this Agreement shall require the Purchaser, the Company, or any of their respective Affiliates or Subsidiaries to propose, agree to, commit to, or effect, by consent decree, hold separate order or otherwise, one or more Remedial Actions if such Remedial Actions, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect measured by reference to the Company and its Subsidiaries, taken as a whole (and giving effect to any Remedial Action involving any business, product or product line, operation, investment, right or assets of Purchaser or any of its Affiliates pursuant to the foregoing clause (A)). Nothing in this Agreement shall obligate Purchaser, the Company or any of their respective Affiliates and Subsidiaries to take or agree to take any Remedial Action that is not conditioned on the consummation of the transfer Closing. The Company and its Subsidiaries may not take or assignment agree to take any Remedial Action without Purchaser’s prior written consent. (f) From the date of this Agreement until Closing or, if earlier, the date on which the conditions set forth in Section 8.1 are satisfied, neither Purchaser nor any of its Affiliates shall, unless it has received the prior written consent of the Company, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any Person or assets, business or division thereof, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition would, individually or in the aggregate, reasonably be expected to prevent or materially delay the parties’ ability to obtain the consent of a Governmental Entity necessary to satisfy the conditions set forth in Section 8.1(b) (including any Governmental Approval) of such Obligor. Because each Obligor agrees prevention or delay, a “Material Limitation”); provided, that so long as such transaction would not, individually or in the Administrative Agent’s remedy at law for failure of such Obligor aggregate, reasonably be expected to comply with the provisions of this subsection would be inadequate result in a Material Limitation, Purchaser and that such failure would its Affiliates shall not be adequately compensable limited or restricted with respect to any acquisition of any Person (or assets, business or division thereof) engaged only in damages(i) non-US brokerage business (with no more than de minimis US activities), such Obligor agrees that (ii) life insurance brokerage business activities, (iii) claims management, management consulting, investment advisory or other non-brokerage activities, or (iv) reinsurance or reinsurance brokerage business activities ((i) through (iv) collectively, “Cleared Acquisitions”). Without limiting any Cleared Acquisition, which for the covenants avoidance of doubt shall not be included for purposes of calculating the following thresholds, and notwithstanding the limitations contained elsewhere in this subsection Section 7.6, prior to the Closing, or, if earlier, the date on which the conditions set forth in Section 8.1 are satisfied, neither Purchaser nor any of its Affiliates shall, unless it has received the prior written consent of the Company, acquire or agree to acquire one or more Persons (or assets, businesses or divisions thereof) if (A) such transactions would, individually or in the aggregate, reasonably be expected to result in a Material Limitation or (B) such Persons (or assets, businesses or divisions thereof) have (1) on an aggregate basis, trailing twelve month revenues in excess of $1.25 billion (with such revenues for each such acquisition being measured for the trailing twelve months ending the month prior to the month in which the definitive agreement for such acquisition is signed) or (2) on an individual basis, trailing twelve month revenues in excess of $100 million (with such revenues for each such acquisition being measured for the trailing twelve months ending the month prior to the month in which the definitive agreement for such acquisition is signed); provided that, subject to the foregoing clause (1), Purchaser and its Affiliates may be specifically enforcedacquire up to two Persons (or assets, and businesses or divisions thereof) with trailing twelve month revenues of more than $100 million (with such Obligor hereby waives and agrees not revenues for each such acquisition being measured for the trailing twelve months ending the month prior to assert any defenses against an action the month in which the definitive agreement for specific performance of such covenantsacquisition is signed).

Appears in 1 contract

Samples: Stock Purchase Agreement (Arthur J. Gallagher & Co.)

Regulatory Approvals. Promptly6.1.1. No later than one (1) Business Day after the date hereof, Seller and at its expense, execute and deliver, or Purchaser shall jointly cause to be executed filed by Seller's FCC counsel an application with the FCC requesting the FCC's consent to the assignment of the FCC Licenses from BCR License Sub to Nassau License Sub, which application is attached hereto at Exhibit A (the "FCC Application"). Each party shall pay its own expenses in connection with the preparation and deliveredprosecution of the FCC Application and shall share equally any filing fees associated with the FCC Application. 6.1.2. Upon the terms and subject to the conditions set forth in this Agreement, Seller and Purchaser shall each use their respective reasonable best efforts to promptly (a) take, or to cause to be taken, all applications, certificates, instruments, registration statementsactions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (b) obtain from any Governmental Authority or other documents Person any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by Seller, Purchaser or any of their respective Affiliates in connection with the authorization, execution, delivery and papers performance of this Agreement, the Administrative Agent consummation of the other transactions contemplated hereby and thereby and the assignment of the FCC Licenses from BCR License Sub to Nassau License Sub; (c) furnish all information required for any application or other filing to be made pursuant to any applicable Law or any applicable regulations of any Governmental Authority in connection with the transactions contemplated by this Agreement, including filings in connection with the FCC Application, and to supply promptly any additional information and documentary material that may be requested in connection with such filings or applications; (d) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent or delay the Closing or the FCC Order, including defending against and opposing any lawsuits or other proceedings (including any FCC reconsideration or review), whether judicial or administrative, reviewing or challenging this Agreement, the consummation of the other transactions contemplated hereby and thereby or the assignment of the FCC Licenses from BCR License Sub to Nassau License Sub; and (e) execute and deliver any additional instruments necessary to assign the FCC Licenses from BCR License Sub to Nassau License Sub or to consummate any other transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the assignment of the FCC Licenses from BCR License Sub to Nassau License Sub or the consummation of the other transactions contemplated hereby at the behest of any Governmental Authority or other Person without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting this Section 6.1.2, Purchaser agrees to take any and all steps and to make any and all undertakings necessary to (i) avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law, including the Communications Act, that may be asserted by any Governmental Authority with respect to consummation of the transactions contemplated by this Agreement and (ii) resolve any objection that may be asserted by the FCC or any other Person in order to obtain promptly the FCC Order or satisfy or comply with any conditions imposed by the FCC Order, in all events so as to enable the Closing to occur as soon as reasonably request possible, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets of Purchaser or any of its Affiliates (including any FCC license held by such persons) or otherwise taking or committing to take actions that limit Purchaser's or its Affiliates' freedom of action with respect to, or their ability to retain, any of their assets, in each case, as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to obtain the Administrative AgentFCC Order or avoid the entry of, or to such one or more third parties as effect the Administrative Agent may designatedissolution of, any injunction, temporary restraining order, or other Order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. Purchaser covenants that prior to a combination the Closing, no changes shall be made in the direct or indirect ownership structure of Nassau License Sub, except for such changes that would not delay (A) the processing by the FCC of the foregoingFCC Application, each Government Approval and/or (B) the prompt issuance of such Obligorthe FCC Order. 6.1.3. To enforce Notwithstanding anything in this Agreement to the provisions of this subsectioncontrary, upon if the occurrence and during Closing occurs before the continuance of an Event of DefaultFCC Order becomes a Final Order, the Administrative Agent is empowered terms of Section 6.1.2 shall survive the Closing until the FCC Order becomes a Final Order; provided, however, that such terms shall only survive as applied to request actions relating to the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request obtaining of the receiver so appointed, and, if FCC Order and such Obligor shall refuse to authorize the transfer, its approval may be required by the courtFCC Order becoming a Final Order. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval No assignment of the transfer or assignment of any portion of FCC Licenses shall occur prior to obtaining the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsFCC Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Big City Radio Inc)

Regulatory Approvals. Promptly(a) Each of Purchaser, the Company and at its expense, execute and deliver, the Selling Stockholder (if necessary) shall (a) make or cause to be executed and deliveredmade all filings (including the Foreign Filings) required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within ten (10) Business Days after the date of this Agreement in the case of all applicationsfilings required under the HSR Act and, certificatesif practicable, instrumentswithin fifteen (15) Business Days in the case of all other filings (including the Foreign Filings) required by other Antitrust Laws, registration statements(b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective subsidiaries or Affiliates from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (c) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise inquiry of any of the rights FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Security Agreement. Without limiting Section 8.4 as “outside counsel only.” Such materials and the generality information contained therein shall be given only to the outside legal counsel of the foregoingrecipient and will not be disclosed by such outside counsel to employees, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agentofficers, or to such one or more third parties as the Administrative Agent may designate, or to a combination directors of the foregoingrecipient, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent unless express written permission is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek obtained in advance from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request source of the receiver so appointed, and, if such Obligor materials. (b) Each of Purchaser and the Company shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvalsresolve such objections, if requiredany, for as may be asserted by any action Governmental Body with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Security Agreement as in violation of any Antitrust Law, each of Purchaser and the Company shall cooperate and use its reasonable best efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, includingincluding by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement, Purchaser and the Company decide that litigation is not in their respective best interests. Each of Purchaser and the Company shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limitationlimiting the foregoing, each of Purchaser and the Company agree to use reasonable best efforts to take promptly steps necessary to avoid or eliminate any impediment under any Antitrust Laws that may be asserted by any federal, state and local and non-United States antitrust or competition authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible; provided, however, that in no event shall Purchaser be required to (i) effect or commit to effect, by consent decree, hold separate orders, trust or otherwise, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion sale or disposition of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets or businesses of Purchaser or its Affiliates, (including ii) otherwise take any Governmental Approvalaction that limits the freedom of action of Purchaser or any of its Affiliates with respect to, or its respective ability to retain, any of its businesses, product lines, or assets or those of its Affiliates or (iii) propose or accept the imposition of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsconditions on Purchaser or its Affiliates.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mattel Inc /De/)

Regulatory Approvals. Promptly(a) If legally required, Purchaser and at its expense, execute and deliver, Sellers shall (a) make or cause to be executed and deliveredmade all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act or other Antitrust Laws (as defined below) with respect to the transactions contemplated hereby as promptly as practicable after the date of this Agreement, all applications(b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, certificatesdocuments, instrumentsor other materials received by each of them or any of their respective subsidiaries from the FTC, registration statementsthe Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (c) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use its commercially reasonable efforts to furnish to each other all information required for any application or other documents filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and papers provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the Administrative Agent may reasonably request other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. (b) If a filing under the HSR Act is legally required, Purchaser and Sellers shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Purchaser and Sellers shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted by law to acquire any Governmental Approval or Body with respect to the consenttransactions contemplated by this Agreement under the HSR Act, approvalthe Xxxxxxx Act, registrationas amended, qualification or authorization of the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Person deemed necessary United States federal or appropriate for state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the effective exercise purpose or effect of any monopolization or restraint of trade (collectively, the rights under this Security Agreement“Antitrust Laws”). Without limiting the generality of the foregoingIn connection therewith, if an Event of Default shall have occurred and any Legal Proceeding is instituted (or threatened to be continuing, each Obligor shall take instituted) challenging any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement as in violation of any Antitrust Law, Purchaser and Sellers shall cooperate and use commercially reasonable efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, includingincluding by pursuing all available avenues of administrative and judicial appeal and all available legislative action, without limitationunless, the preparationby mutual agreement, execution Purchaser and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees Tamtron decide that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would litigation is not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantstheir respective best interests.

Appears in 1 contract

Samples: Asset Purchase Agreement (Impac Medical Systems Inc)

Regulatory Approvals. Promptly(a) Promptly after the execution of this Agreement, each of Parent and the Company shall apply for or otherwise seek, and at use its expenserespective reasonable best efforts to obtain, execute all consents, waiting period expirations or terminations, waivers and deliver, or cause approvals required to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required obtained by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate it for the effective exercise of any consummation of the rights under this Security AgreementMerger and the other Transactions. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination effect of the foregoing, each Government Approval of such Obligor. To enforce Parent and the provisions of this subsection, upon Company shall make any filings required under the occurrence HSR Act and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of other additional merger control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be filings required by the courtAntitrust Laws and foreign investment filings required by the Foreign Investment Laws of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter (together with the filings required under the HSR Act, “Merger Notification and Foreign Investment Filings”): (i) with respect to any filings required under the HSR Act, within fifteen (15) Business Days after the Agreement Date unless otherwise mutually agreed by Parent and the Company and (ii) with respect to any other Merger Notification and Foreign Investment Filings, as promptly as possible and in any event (x) within the time periods set forth in Schedule 5.6 of the Company Disclosure Letter or (y) as otherwise mutually agreed by Parent and the Company; provided that, in each case of the foregoing clauses (i) and (ii), the filing party has received from the other party all information regarding such other party as is reasonably necessary to make such filing. Upon Each of the occurrence Parent and continuance the Company shall thereafter use reasonable best efforts to respond as promptly as practicable and advisable to any request for information or documentary material from any Governmental Entity pursuant to any Antitrust Law or Foreign Investment Law of an Event the jurisdictions set forth in Schedule 6.1(b) of Defaultthe Company Disclosure Letter. (b) To the extent permitted by Applicable Legal Requirements, such Obligor each party hereto shall further use its reasonable best efforts to assist (i) consult and cooperate with one another, and consider in obtaining good faith the views of one another, in connection with any filing, submission, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any foreign or other Antitrust Law or Foreign Investment Law of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter, (ii) coordinate with one another in preparing and exchanging such materials, including by promptly supplying each other with any information that may be required or desirable for any Merger Notification and Foreign Investment Filings to be made by the other Party, (iii) keep the other party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including by promptly informing each other of any substantive oral communications with, and provide copies of any substantive written communications with, any Governmental ApprovalsEntity of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter and (iv) promptly provide one another (and its counsel) with copies of all filings, presentations (and a summary of any oral presentations) made by such party to any Governmental Entity of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter in connection with this Agreement; provided that any materials exchanged pursuant to this Section 5.6 may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with legal or contractual requirements and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. In addition, any party may, as it deems advisable and necessary, reasonably designate any confidential and competitively sensitive material provided to the other parties under this Section 5.6 as “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. No party shall independently participate in any substantive meeting (including telephonically) with any Governmental Entity of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter in regards to the transactions contemplated by this Agreement without giving the other parties prior notice of the meeting and, to the extent practicable and permitted by law and such Governmental Entity, the opportunity to attend and/or participate. No Party shall (or shall permit any of its Affiliates to) withdraw their filing under the HSR Act or any foreign or other Antitrust Law or Foreign Investment Law of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter in connection with the Transactions, or commit to or agree with any Governmental Body of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter to stay, toll, or extend, any applicable waiting period or enter into any similar timing agreement, without the prior written consent of the other parties. (c) Each of Parent and the Company shall use its respective reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Transactions under any applicable Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter. Notwithstanding anything to the contrary herein, to the extent necessary to obtain clearance of the Merger pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter, Parent shall timely make proposals, execute or carry out agreements or submit to Orders providing for (A) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or the Company or any of their respective Affiliates, (B) the termination of existing relationships, contractual rights, or obligations of Parent or the Company or any of their respective Affiliates, including after giving effect to the Transactions, other than in respect of Foreign Investment Laws or (C) the termination of any venture or other arrangement of Parent or the Company or any of their respective Affiliates, including after giving effect to the Transactions, other than in respect of Foreign Investment Laws, except, notwithstanding the foregoing, Parent will not be required, for either pursuant to this Section 5.6(c) or otherwise under this Agreement, to propose, execute, carry out or agree or submit to any action or transaction remedy that would reasonably be expected to have, individually or in the aggregate, (i) a material impact on the Business or the Company and its Subsidiaries, taken as a whole, (ii) a material impact on the benefits expected to be derived by Parent or its Affiliates from the Merger and the other Transactions or (iii) a material impact on any business or product line of Parent or its Affiliates (other than the Company and its Subsidiaries). Further, Parent and the Company will, to the extent necessary to obtain clearance of the Merger pursuant to the HSR Act and any other Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter, engage in litigation to contest or resist any action instituted (or threatened to be instituted) challenging the Merger as in violation of any Antitrust Law, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the Merger, including by appeal of any adverse ruling of any Governmental Entity of competent jurisdiction in the jurisdictions set forth in Schedule 6.1(b) of the Company Disclosure Letter. (d) Notwithstanding anything to the contrary herein, but subject to the limitations and covenants set forth in this Section 5.6, Parent shall control the strategy related to obtaining and/or satisfying all consents, waiting period expirations or terminations, waivers and approvals that may be sought from any Governmental Entity pursuant to this Section 5.6, including by directing the nature, and substance of any filings, forms, statements, commitments, decisions, submissions, negotiations and communications contemplated or made with respect thereto in accordance with this Section 5.6 (provided that any decision to (x) withdraw any such filing or (y) stay, toll or extend any waiting period, or enter into any timing agreement, in each case, in respect of any such filing, shall require the Company’s prior written consent), as well as the manner in which to contest or otherwise respond, by this Security Agreementlitigation or otherwise, includingto objections to, without limitationor Legal Proceedings challenging, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval consummation of the transfer or assignment of any portion of Merger and the assets (including any Governmental Approval) of such Obligorother Transactions. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained Nothing in this subsection may be specifically enforced, and Section 5.6 shall limit a party’s right to terminate the Agreement pursuant to Section 7.1(b) so long as such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of party has until such covenantsdate complied in all material respects with its obligations under this Section 5.6.

Appears in 1 contract

Samples: Merger Agreement (Cisco Systems, Inc.)

Regulatory Approvals. Promptly(a) Buyer and NMI shall each promptly apply for, and at its expensetake all reasonably necessary actions to obtain or make, execute and deliver, or cause to be executed and deliveredas applicable, all applications, certificates, instruments, registration statementsOrders and Authorizations of, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire filings with, any Governmental Approval Entity or the consent, approval, registration, qualification or authorization of any other Person deemed necessary required to be obtained or appropriate made by it for the effective exercise of any consummation of the rights under transactions contemplated by this Security Agreement. Each party shall cooperate with and promptly furnish information to the other party necessary in connection with any requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, if an Event Buyer and NMI shall, as promptly as practicable and before the expiration of Default any relevant legal deadline, but in no event later than 10 Business Days following the execution of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (“DOJ”), the notification and report form required for the transactions contemplated hereby and shall have occurred as promptly as practicable file any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act. In addition, Buyer and be continuingNMI shall as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than 10 Business Days following the Execution Date, file with any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws. Each of Buyer and NMI shall furnish to each Obligor shall take any action which other’s counsel such necessary information and reasonable assistance as the Administrative Agent other may reasonably request in order connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Buyer shall be responsible for all filing and other similar fees payable in connection with such filings and for any local counsel fees. (b) Each of Buyer and NMI shall use its commercially reasonable efforts to transfer promptly obtain any clearance required under the HSR Act and assign any Other Antitrust Laws for the consummation of the transactions contemplated by this Agreement before or by the Termination Date. Each of Buyer and NMI shall keep the other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and other Governmental Entities and shall comply promptly with any such inquiry or request. Buyer and NMI may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the Administrative Agentother under this Section 5.3 or Section 5.4 as "outside counsel only." Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Subject to such one Applicable Law, Buyer and NMI will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or more third parties as submitted to any Governmental Entity regarding the Administrative Agent may designate, or to a combination of transactions contemplated by this Agreement. Notwithstanding the foregoing, each Government Approval of such Obligor. To enforce Buyer shall not be required to (1) consent to the provisions of this subsectiondivestiture, upon license or other disposition or holding separate (through the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment establishment of a receiver from trust or otherwise) of any court of competent jurisdiction. Such receiver shall be instructed its or its Affiliates’ assets or any of NMI’s, or its Subsidiaries, assets, or (2) consent to seek from any other structural or conduct remedy or enter into any settlement or agree to any order regarding antitrust matters respecting the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement, including, without limitation, ; provided that each of Buyer and NMI shall both promptly respond to the preparation, execution and filing with DOJ or the Governmental Authority of such Obligor’s portion of FTC to any necessary or appropriate application request for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsadditional information.

Appears in 1 contract

Samples: Merger Agreement (Atmel Corp)

Regulatory Approvals. Promptly, (a) Subject to the terms and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization conditions of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control Party will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Merger as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in obtaining consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental ApprovalsEntity in order to consummate the Merger, if requiredand (ii) taking all steps as may be necessary, for subject to the limitations in this Section 10.04, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each Party agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger as promptly as practicable, and in any action event within five (5) Business Days after the execution of this Agreement, and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or transaction termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable and (y) make all other necessary or advisable filings as promptly as reasonably practicable after the date hereof, and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested under any applicable Antitrust Laws. (b) Notwithstanding anything to the contrary in this Agreement, Parent shall, and shall cause its Affiliates to, cooperate in good faith with all Governmental Entities and undertake promptly (x) any and all actions (including cooperating and negotiating in good faith with all Governmental Entities) necessary, proper or advisable to satisfy the conditions set forth in Sections 7.01(c), 7.01(d), 7.01(g), 7.02(c), 7.02(d) and 7.02(f) to complete lawfully the transactions contemplated by this Security Agreement as soon as practicable (but in any event prior to the Outside Date) and (y) any and all actions necessary, proper or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding under any Antitrust Law in any forum by or on behalf of any Governmental Entity or the issuance of any Order that would (or to obtain the agreement or consent of any Governmental Entity to the transactions contemplated hereby the absence of which would) delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement, including (i) proffering and consenting and agreeing to an Order or other agreement providing for the sale, licensing or other disposition, or the holding separate of, or other limitations or restrictions on, particular assets, categories of assets or lines of business of the Company or any of its Subsidiaries or the Parent or any of its Affiliates, (ii) promptly effecting such disposition, licensing or holding separate of assets or lines of business, in each case, at such time as may be necessary to permit the lawful consummation of the transactions contemplated hereby on or prior to the Outside Date, (iii) offering to terminate any existing relationships and contractual rights and obligations and, if the offer is accepted, promptly terminating such relationships and rights, and (iv) otherwise offering to take or offering to commit to take any action which it is capable of taking and, if the offer is accepted, promptly taking or committing to take such action, that limits their freedom of action with respect to any of the assets or business of the Parent or any of its Affiliates or the Company or any of its Subsidiaries, or their ability to retain any of their assets or lines of business, if any such action would not reasonably be expected to require the Parent and its Affiliates (including, without limitationfollowing the Merger, the preparationCompany and its Subsidiaries) to incur or suffer costs, execution expenses or liabilities, or suffer diminution in the combined value of Parent, the Company and their respective Subsidiaries following the Merger, in an aggregate amount in excess of the amount set forth on Schedule 10.04(b). (c) Each of the Parent and the Company shall, in connection with and without limiting the efforts referenced above in this Section 10.04 to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations for the Merger under the HSR Act or any other applicable Antitrust Law, (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Authority of such Obligor’s portion of any necessary Entity or appropriate application for other Person; provided, however, that materials required to be provided pursuant to the approval foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of the transfer Parent, the Company or assignment any of their respective Subsidiaries, (B) as necessary to comply with contractual arrangements and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 10.04(c) as “Antitrust Counsel Only Material” which such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Parent on the one hand or the Company on the other) or its legal counsel. (d) The Parent shall not, and shall cause its Affiliates not to, acquire (including by merger, consolidation or acquisition of stock or assets or any other means) or publicly announce an intention to so acquire, or enter into any definitive agreements, providing for any acquisitions of, any equity interests in or a material portion of the assets of any Person (or any business or division thereof) to the extent any such acquisition (i) involves products and/or services which compete with the primary products and/or services offered by the Group Companies, and (ii) would reasonably be expected (and actually does) cause material additional substantive review of the Merger under the HSR Act which prevents the conditions set forth in Section 7.01(c), Section 7.01(d) (to the extent related to the HSR Act), Section 7.01(g) (to the extent related to the HSR Act), Section 7.02(c), Section 7.02(d) (to the extent related to the HSR Act) or Section 7.02(f) (to the extent related to the HSR Act) from being satisfied prior to the Extended Outside Date. (e) In connection with and without limiting the foregoing, in the event that the Parent requests the Company to do so, (x) the Company shall give any notices to third parties required under any Contracts, and (y) the Company shall use, and cause each of the Group Companies to use, its commercially reasonable efforts to obtain any third party consents to any Contracts, in each case of clauses of (x) and (y), that are necessary, proper or advisable to consummate the Merger and set forth on Schedule 10.04(e). Notwithstanding anything to the contrary herein, none of the Company or any of its Subsidiaries shall be required to (i) pay any consent or other fee, payment or consideration or otherwise incur any other cost, expense, obligation or Liability in connection with obtaining any third party consents or (ii) make any concession or provide any security (including a guaranty) or otherwise agree to any Governmental Approvalobligations or accommodations (financial or otherwise) in connection with obtaining any third party consents (except, in the case of such Obligor. Because each Obligor agrees that this clause (ii), if requested by and at the Administrative Agent’s remedy at law expense of the Parent and subject to, and not to become effective until, the occurrence of the Closing). (f) The Parent shall be solely responsible for failure of such Obligor to comply and pay all fees payable in connection with any filing or submission under any Antitrust Law in connection with the provisions of transactions contemplated by this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cooper Companies, Inc.)

Regulatory Approvals. PromptlyThe Debtor will, and at will -------------------- cause its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statementsappropriate Affiliates to, and all other documents the Purchaser will, and papers the Administrative Agent may reasonably request will cause its appropriate Affiliates to, use, in each case, reasonable efforts to obtain any authorizations, consents, orders and as may be required by law to acquire approvals of any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed Authority necessary or appropriate for the effective exercise performance of its respective obligations under this Agreement and any of the rights under other transaction documents, and the consummation of the transactions contemplated by this Security AgreementAgreement and by the other transaction documents and will cooperate fully with each other in all reasonable respects in promptly seeking to obtain such authorizations, consents, orders and approvals. Neither the Debtor nor the Purchaser will take any action that will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of DefaultDebtor, the Administrative Agent is empowered Purchaser and their respective ultimate parent entities will promptly file or cause to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing filed with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for FTC and the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to DOJ, Notification and Report Forms and documentary materials which substantially comply with the provisions of the H-S-R Act and the rules thereunder. The Debtor will pay (or will reimburse the Purchaser for) all fees associated with the filing of any such Notification and Report Forms or related materials and information (other than the fees and expenses of the Purchaser's legal, financial or other professionals engaged to provide services in respect of such filing). The Purchaser and the Debtor will promptly file any additional information requested as soon as practicable after receipt of a request for additional information. The Purchaser and the Debtor will use reasonable efforts to obtain early termination of the applicable waiting period under the H-S-R Act. The parties to this subsection would be inadequate Agreement will coordinate and that cooperate with one another in exchanging such failure would not be adequately compensable in damages, information and providing such Obligor agrees that the covenants contained in this subsection reasonable assistance as may be specifically enforcedrequested in connection with such filing. The Debtor will supply the Purchaser with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between the Debtor or its representatives, on the one hand, and such Obligor hereby waives and agrees not the FTC, the DOJ or any other Governmental Authority or members of their respective staffs, on the other hand, with respect to assert any defenses against an action for specific performance of such covenantsthis Agreement or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trans World Entertainment Corp)

Regulatory Approvals. Promptly(a) Buyer and Seller shall each promptly apply for, and at its expensetake all reasonably necessary actions to obtain or make, execute and deliver, or cause to be executed and deliveredas applicable, all applications, certificates, instruments, registration statementsOrders and Authorizations of, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire filings with, any Governmental Approval Entity or the consent, approval, registration, qualification or authorization of any other Person deemed necessary required to be obtained or appropriate made by it for the effective exercise of any consummation of the rights under transactions contemplated by this Security Agreement. Each party shall cooperate with and promptly furnish information to the other party necessary in connection with any requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, if an Event Buyer and Seller shall, as promptly as practicable and before the expiration of Default any relevant legal deadline, but in no event later than 10 Business Days following the execution of this Agreement, file with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (“DOJ”), the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall have occurred specifically request early termination of the waiting period prescribed by the HSR Act and be continuing(ii) any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws. Each of Seller and Buyer shall furnish to each Obligor shall take any action which other’s counsel such necessary information and reasonable assistance as the Administrative Agent other may reasonably request in order connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Buyer and Seller shall each be responsible for one half of all filing and other similar fees payable in connection with such filings and for any local counsel fees. (b) Each of Buyer and Seller shall use its commercially reasonable efforts to transfer promptly obtain any clearance required under the HSR Act and assign to any Other Antitrust Laws for the Administrative Agentconsummation of the transactions contemplated by this Agreement. Each of Buyer and Seller shall keep the other apprised of the status of any communications with, and any inquiries or to requests for additional information from, the FTC and the DOJ and other Governmental Entities and shall comply promptly with any such one inquiry or more third parties as the Administrative Agent may designate, or to a combination of request. Notwithstanding the foregoing, each Government Approval of such Obligor. To enforce (i) Buyer shall not be required to (A) consent to the provisions of this subsectiondivestiture, upon license or other disposition or holding separate (through the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment establishment of a receiver from trust or otherwise) of any court of competent jurisdiction. Such receiver shall be instructed its or its Affiliates’ assets or any Purchased Assets or (B) consent to seek from any other structural or conduct remedy or enter into any settlement or agree to any order regarding antitrust matters respecting the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement and (ii) Buyer and its Affiliates shall have no obligation to contest, administratively or in court, any Order or other action of any Governmental Entity or any other Person respecting the transactions contemplated by this Agreement; provided that each of Buyer and Seller shall both promptly respond to the DOJ or the FTC to any request for additional information. (c) Buyer and Seller shall instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include, includingbut are not limited to, without limitationcounsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of any Governmental Entity, the preparation, execution and filing (ii) to confer with the Governmental Authority each other regarding appropriate contacts with and response to personnel of such Obligor’s portion of any necessary or appropriate application for Governmental Entity. (d) Seller shall assist Buyer in identifying the approval Authorizations required by Buyer to operate and conduct the Business from and after the Closing Date and will either transfer current Business Authorizations of the transfer Seller Group to Buyer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable assist Buyer in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsobtaining new Authorizations.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Globus Medical Inc)

Regulatory Approvals. PromptlySo long as any Loan or any other Obligation shall remain unpaid or any Lender shall have any Commitment under the Credit Agreement, each Grantor shall promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, statements and all other documents and papers the Administrative Collateral Agent may reasonably request and as may be required by law to acquire in connection with the obtaining of any Governmental Approval FCC Consents, State Consents or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or deemed by the Collateral Agent to be appropriate for the effective exercise of any of the its rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor Grantor shall take any action which the Administrative Collateral Agent may reasonably request in order to transfer and assign to the Administrative Collateral Agent, or to such one or more third parties as the Administrative Collateral Agent may designate, or to a combination of the foregoing, each FCC License, State License or other Government Approval of such ObligorGrantor. To enforce the provisions of this subsectionSection 12, upon the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other Governmental Authority an involuntary transfer of control of each such FCC License, State License or other Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor Grantor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor Grantor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor Grantor shall further use its reasonable best efforts to assist in obtaining Governmental ApprovalsFCC Consents, State Consents or other governmental approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority FCC or other governmental authority of such Obligor’s Grantor's portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any FCC Licenses, State Licenses or other Governmental Approval) of such ObligorGrantor. Because each Obligor Grantor agrees that the Administrative Collateral Agent’s 's remedy at law for failure of such Obligor Grantor to comply with the provisions of this subsection Section 12 would be inadequate and that such failure would not be adequately compensable in damages, such Obligor Grantor agrees that the covenants contained in this subsection Section 12 may be specifically enforced, and such Obligor Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 1 contract

Samples: Security Agreement (Phonetel Technologies Inc)

Regulatory Approvals. Promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all material applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its commercially reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s 's portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s 's remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 1 contract

Samples: Security Agreement (Armor Holdings Inc)

Regulatory Approvals. Promptly(a) The Purchaser, the Shareholder and the Company have submitted to (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Contemplated Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms did not request early termination of the waiting period prescribed by the HSR Act and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Contemplated Transactions pursuant to any Other Antitrust Laws. Each of the Company, the Shareholder, and at its expensethe Purchaser will furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with filings made under the HSR Act and any Other Antitrust Laws. The Purchaser will be responsible for the filing fees payable in connection with such filings and for any local counsel fees. (b) The Purchaser, execute the Shareholder, the Noteholder and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statementsthe Company will keep each other apprised of the status of any communications with, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any inquiries or requests for additional information from, any Governmental Approval or Entity. (c) The Parties commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the consent, approval, registration, qualification or authorization identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other Person deemed necessary or appropriate for the effective exercise appropriately informed of any communications from and to personnel of the rights under this Security Agreement. Without limiting the generality of the foregoingreviewing Governmental Entity, if an Event of Default shall have occurred and be continuing, (ii) to confer with each Obligor shall take any action which the Administrative Agent may reasonably request in order other regarding appropriate contacts with and responses to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval personnel of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsEntity.

Appears in 1 contract

Samples: Stock Purchase Agreement (Worthington Industries Inc)

Regulatory Approvals. Promptly(a) Each of Parent and the Company shall promptly apply for or otherwise seek, and at its expenseuse all reasonable efforts to obtain, execute all consents and deliver, or cause approvals required to be executed obtained by it for the consummation of the transactions contemplated by this Agreement. Each party will promptly cooperate with and delivered, furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement and will take all applications, certificates, instruments, registration statements, reasonable actions necessary to obtain (and all will cooperate with the other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire parties hereto in obtaining) any Governmental Approval or the consent, approval, order or authorization of, or any registration, qualification declaration or authorization filing with, any Governmental Entity or other Person, required to be obtained or made in connection with the taking of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under action contemplated by this Security Agreement. Without limiting the generality of the foregoing, if an Event as soon as reasonably practicable following the date hereof, Parent and the Company each shall make such filings and furnish such information relating to the Merger as are required of Default Parent and the Company by the HSR Act, as well as any other filings required by the competition laws and regulations of any applicable jurisdiction. Parent will pay the applicable HSR filing fee; fees payable with respect to filings required under the HSR Act of any other acquiring person (within the meaning of the regulations promulgated under the HSR Act) shall have occurred be the responsibility of such acquiring person. Parent and the Company each shall promptly (i) supply the other with any information which may be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request required in order to transfer effectuate such filings and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from (ii) supply any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval additional information which reasonably may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitationFederal Trade Commission, the preparation, execution and filing with Department of Justice or the Governmental Authority of such Obligor’s portion competition or merger control authorities of any necessary or appropriate application for other jurisdiction and which the approval of parties may reasonably deem appropriate. (b) Notwithstanding anything to the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contrary contained in this subsection may Agreement, Parent shall not have any obligation under this Agreement to take any of the following actions if such action would be specifically enforcedreasonably likely to result in a material adverse effect on the business, financial condition, results of operations, properties, assets or liabilities of Parent and such Obligor hereby waives and agrees not the Company as the Surviving Corporation taken as a whole: (i) to assert dispose or cause any defenses against an action for specific performance of such covenants.its Subsidiaries to dispose of any assets, or to commit to cause the Company or any of its Subsidiaries or the Surviving Corporation to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause the Company or any of its Subsidiaries or the Surviving Corporation to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person any Intellectual Property, or to commit to cause the Company or any of its Subsidiaries or the Surviving Corporation to license or otherwise make available to any Person any Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Freemarkets Inc)

Regulatory Approvals. Promptly, Each Party shall cooperate and at its expense, execute use reasonable best efforts to prepare and deliver, or cause to be executed and delivered, file as soon as practicable (but in no event more than thirty (30) days following the date hereof) all applications, certificatesnotices, instrumentspetitions, registration statementsfilings and other documents necessary . 36 to obtain, and shall use reasonable best efforts to obtain, the Required Statutory Approvals. The Parties further agree to use reasonable best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Entity or applicable Law and (ii) to satisfy any conditions imposed by any Governmental Entity in all Final Orders, in each case in order to consummate the transactions contemplated hereby as soon as reasonably possible. Each of the Parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation, (ii) provide such information with respect to such Party as may be necessary to obtain the Required Statutory Approvals and (iii) not enter into any agreement with any Governmental Entity that would reasonably be expected to adversely affect the Parties’ ability to consummate the transactions contemplated by this Agreement, except with the prior consent of the other documents Parties (which consent shall not be unreasonably withheld, conditioned or delayed). Each of the Parties shall use reasonable best efforts to avoid or eliminate each and papers every impediment under any antitrust, competition, or trade or energy regulation Law that may be asserted by any Governmental Entity with respect to the Administrative Agent may transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably request possible. The actions required by the immediately preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Purchaser or its Affiliates (including their respective Subsidiaries), and agreeing to such limitations on its or their conduct or actions as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign obtain the Required Statutory Approvals as soon as reasonably possible, to avoid the Administrative Agententry of, or to such one effect the dissolution of, any injunction, temporary restraining order or more third parties as other order in any suit or proceeding, which would otherwise have the Administrative Agent may designateeffect of preventing or delaying the Closing Date, or to a combination of and defending through litigation on the foregoingmerits, each Government Approval of such Obligor. To enforce the provisions of this subsectionincluding appeals, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any claim asserted in any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsPerson.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Duke Energy CORP)

Regulatory Approvals. Promptly(a) Subject to compliance by the Significant Vendors with the terms of Section 7.19(b), the Purchaser shall, within fifteen Business Days following the date of this Agreement, make all such filings and submissions as it may be required in connection with obtaining the Regulatory Approvals. All filing costs and other costs in connection with seeking and obtaining the Regulatory Appprovals shall be paid by the Purchaser. (b) The Significant Vendors shall co-operate, and at its expenseshall cause the Companies to co-operate, execute by way of providing such information and deliverreasonable assistance and incurring such ordinary course costs, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required reasonably requested by law to acquire the Purchaser in connection with obtaining the Regulatory Approvals; provided that any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred third party costs incurred in providing such information and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver reasonable assistance shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required paid by the court. Upon the occurrence and continuance of an Event of Default, such Obligor Purchaser. (c) The Purchaser shall further use its reasonable best efforts to assist in obtaining Governmental Approvalsobtain the Regulatory Approvals as promptly as practicable after the date hereof; provided, if requiredhowever, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants nothing contained in this subsection may be specifically enforcedSection 7.19 shall affect any condition precedent to the obligations of the parties to complete the Contemplated Transactions referred to in Article 8. (d) The Purchaser shall (i) promptly notify the Representative of any material communication it or any of its representatives receives from OSFI or its staff in connection with the OSFI Approval and shall permit the Representative to consult in advance regarding any proposed material communications by the Purchaser to OSFI or its staff, and (ii) shall provide the Representative with copies of all notices, correspondence, filings or communications between such Obligor hereby waives party or any of its representatives, on the one hand, and agrees OSFI or its staff, on the other hand, in each case to the extent relating to or in connection with the OSFI Approval. The foregoing shall not require the Purchaser to assert provide to the Representative any defenses against an action for specific performance communication given to OSFI which the Purchaser believes, acting reasonably, is confidential to the Purchaser or any of its Affiliates. (e) Neither the Purchaser nor any of its representatives shall participate in any material meeting with OSFI relating to or in connection with the OSFI Approval unless it consults with the Representative in advance and, to the extent permitted by OSFI, gives the Representative the opportunity to attend and participate at such covenantsmeeting and shall promptly inform the Representative about any other meeting with OSFI relating to or in connection with the OSFI Approval. (f) The Purchaser shall file the required notice under the Investment Canada Act (Canada) not later than 30 days after the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Till Capital Ltd.)

Regulatory Approvals. Promptly(a) Each of the Parties shall cooperate with one another to prepare all necessary documentation (including furnishing all information required) under the HSR Act to effect promptly all necessary filings and to obtain all consents, waivers and at its expense, execute and deliver, approvals necessary to consummate the transactions contemplated by this Agreement. Each Party shall promptly inform the other Parties of any oral communication or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire written communications with any Governmental Approval Antitrust Entity regarding any such filings or the consenttransactions contemplated by this Agreement. Subject to applicable Law, approvalthe Parties will consult and cooperate with one another in connection with any analyses, registrationmemoranda, qualification briefs, arguments, opinions and proposals made or authorization submitted by or on behalf of any Party relating to proceedings under the HSR Act or other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. applicable Competition Laws. (i) Without limiting the generality of the foregoingundertakings pursuant to this Section 5.1, if an Event the Parties shall provide or cause to be provided as promptly as practicable, to any Governmental Antitrust Entity, information and documents requested by any Governmental Antitrust Entity or necessary, proper or advisable to permit consummation of Default shall have occurred the transactions contemplated by this Agreement, including filing no later than [***] after the date hereof, any notification and report form and related material required under (A) the HSR Act by the Buyer and the Company and (B) other applicable Competition Laws by the Buyer and the Company, and thereafter to respond promptly to any request for additional information or documentary material that may be continuingmade. Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ii) Further, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver Parties shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvalsresolve such objections, if requiredany, for as may be asserted by any action or transaction Governmental Antitrust Entity with respect to the transactions contemplated by this Security Agreement, including, without limitationAgreement under any Competition Law. Each of the Buyer, the preparationSeller and the Company shall use its reasonable best efforts to take such action as may be required to cause the early termination of the notice periods under the HSR Act or other applicable Competition Laws with respect to the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement. In the event that the Buyer decides to litigate any decision by a Governmental Antitrust Entity, execution the Company and filing the Seller shall use their respective reasonable best efforts to cooperate with the Governmental Authority Buyer in such litigation. (iii) For purposes of such Obligor’s portion of any necessary or appropriate application for the approval this Section 5.1, “reasonable best efforts” of the transfer Buyer shall not require (nor shall anything in this Section 5.1 or assignment otherwise in this Agreement require) the Buyer or any of its Affiliates to take any action that would prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Buyer, its Affiliates or the Company of any portion of the business or assets of the Buyer or its Affiliates, or the Company, or compel the Buyer or its Affiliates, or the Company, to dispose of, hold separate or license any portion of the business, assets or Intellectual Property of the Buyer or its Affiliates, or the Company, respectively, in each case as a result of the transactions contemplated by this Agreement and the Ancillary Documents. (c) With regard to any Governmental Antitrust Entity, neither the Company nor any of its Representatives shall, without the Buyer’s prior written consent in the Buyer’s sole discretion, discuss or commit to any divestiture transaction, or discuss or commit to alter their businesses or commercial practices in any way, or otherwise discuss, take or commit to take any action that limits the Buyer’s freedom of action with respect to, or the Buyer’s ability to retain any of its, its Affiliates’ or the Company’s respective businesses, product lines or assets or otherwise receive the full benefits of this Agreement. (d) Each of the Buyer, on the one hand, and the Seller and the Company, on the other hand, shall promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Body (including a Governmental Antitrust Entity) relating to the matters that are the subject of this Agreement and, to the extent practicable and legally permitted, permit the other to review in advance any proposed communication by such party to any such Governmental Body. Neither the Buyer, on the one hand, nor the Seller or the Company, on the other hand, shall (or permit any of their respective Affiliates to) agree to participate in any in-person meeting or any material communication scheduled reasonably in advance, in each case with any Governmental Body (including a Governmental Antitrust Entity) in respect of any filings, investigation (including any Governmental Approval) settlement of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply investigation), litigation or other inquiry unless it consults with the provisions of this subsection would be inadequate other in advance and, to the extent permitted by such Governmental Body, gives the other the opportunity to attend and that participate at such failure would not be adequately compensable in damagesmeeting or material communication. The Buyer, such Obligor agrees that on the covenants contained in this subsection may be specifically enforcedone hand, and the Seller and the Company, on the other hand, will promptly provide each other with copies of all correspondence, filings or communications between them or any of their Representatives or Affiliates, on the one hand, and any Governmental Body or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that neither Party shall be obligated to provide the other with any such Obligor hereby waives materials that are deemed by the possessing party, in its sole discretion, to be confidential or protected by privilege. (e) The Buyer and agrees not to assert Olive shall each be [***] and any defenses against an action other filing fees for specific performance filings required under other Competition Laws. Table of such covenantsContents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appears in 1 contract

Samples: Limited Liability Company Interest Purchase Agreement (Oxford Immunotec Global PLC)

Regulatory Approvals. Promptly(a) Each of Parent, Merger Sub and, where applicable, the Company shall use their reasonable best efforts to obtain the expiration or early termination of any waiting periods, or any applicable approvals required, under the HSR Act or other Antitrust Law, and at its expense, execute and deliver, shall (i) make or cause to be executed made the registrations, declarations and delivered, all applications, certificates, instruments, registration statementsFilings required of such party under the HSR Act and any other Antitrust Law listed in Section 5.3 of the Parent Disclosure Letter (“Antitrust Filings”) with respect to the Transactions as promptly as reasonably practicable and advisable after the date of this Agreement, and any Filing fees associated therewith shall be borne by the Company, and such initial Filings from Parent and the Company shall request early termination of any applicable waiting period under the HSR Act, (ii) agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of the other party not to be unreasonably withheld, conditioned or delayed, (iii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any application or other documents Filing to be made by the other party pursuant to any applicable Law in connection with the Transactions, (iv) respond as promptly as reasonably practicable to any inquiries received from, and papers the Administrative Agent may supply as promptly as reasonably request and as practicable any additional information or documentation that may be required by law to acquire requested by, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the Federal Trade Commission (“FTC”) or any other Governmental Approval Entity in respect of such Antitrust Filings, this Agreement or the consentTransactions, approval, registration, qualification or authorization (v) promptly notify the other party of any material communication between that party and the FTC, the DOJ or any other Person deemed necessary or appropriate for the effective exercise Governmental Entity in respect of any Antitrust Filings or any inquiry or Proceeding relating to this Agreement or the Transactions and of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request material communication received or given in order to transfer and assign connection with any Proceeding by a private party relating to the Administrative AgentTransactions, (vi) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any Antitrust Filing or communication to the FTC, the DOJ or any other Governmental Entity or in connection with any Proceeding by a private party to any other Person, relating to any Antitrust Filing or inquiry or other Proceeding relating to this Agreement or the Transactions, (vii) not participate or agree to participate in any substantive meeting, telephone call or discussion with the FTC, the DOJ or any other Governmental Entity in respect of any Antitrust Filing, inquiry or Proceeding relating to this Agreement or the Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion, (viii) subject to applicable Law, furnish the other party promptly with copies of all correspondence, filings and communications between them and their Affiliates on the one hand, and the FTC, the DOJ or more third parties as any other Governmental Entity or members of their respective staffs on the Administrative Agent may designateother hand, with respect to any Antitrust Filing, inquiry or Proceeding relating to a combination this Agreement or the Transactions, and (ix) act in good faith and reasonably cooperate with the other party in connection with any Antitrust Filings and in connection with resolving any investigation or inquiry of any such agency or other Governmental Entity under the HSR Act or any other Antitrust Law with respect to any such Antitrust Filing, this Agreement, the Merger or the Transactions. (b) In furtherance and not in limitation of the foregoing, each Government Approval of such ObligorParent, Merger Sub and the Company shall take any and all steps necessary to (i) resolve, avoid or eliminate impediments or objections, if any, that may be asserted with respect to the Transactions under any Antitrust Law and (ii) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any Order that would prevent, prohibit, restrict or delay the consummation of the Transactions, so as to enable the parties hereto to close the Transactions expeditiously and as promptly as reasonably practicable. To enforce Without limiting the provisions of this subsectionforegoing, upon the occurrence Parent and during the continuance of an Event of DefaultMerger Sub shall propose, negotiate, commit to and effect, by consent decree, hold separate Orders or otherwise, the Administrative Agent is empowered sale, divesture, disposition or license of, and otherwise take or commit to request take actions that after the appointment Closing Date would limit Parent’s, any of a receiver from its Affiliates’, the Company’s or any court of competent jurisdiction. Such receiver shall be instructed its Subsidiaries’ freedom of action with respect to, or its or their ability to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request retain, one or more of the receiver so appointedassets, andproperties, businesses, product lines or services of Parent, any of its Affiliates, the Company or any of its Subsidiaries or any interest or interests therein. Parent and Merger Sub also shall agree to terminate or assign any Contract or business relationship if such Obligor required to obtain any necessary clearance, or the termination of any applicable waiting period, under any Antitrust Law. In addition, Parent and Merger Sub shall refuse defend vigorously through litigation on the merits any claim asserted in court by any party in order to authorize avoid entry of, or to have vacated, lifted, reversed, overturned or terminated, any Order (whether temporary, preliminary or permanent) that would restrain, prevent or delay the transferClosing prior to the consummation of the Transactions, its approval may be required including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. In furtherance of the courtforegoing, Parent and Merger Sub shall negotiate in good faith with all applicable Governmental Entities. Upon Notwithstanding anything to the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist contrary in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants nothing contained in this subsection may be specifically enforcedAgreement shall require Parent, and such Obligor hereby waives and agrees not the Company or their respective Subsidiaries to assert take, or agree to take, any defenses against an action for specific performance of such covenantsactions specified in this Section 5.3 that, individually or in the aggregate, is a Materially Burdensome Regulatory Condition.

Appears in 1 contract

Samples: Merger Agreement (Easterly Acquisition Corp.)

Regulatory Approvals. Promptly(a) Within seven (7) Business Days following the date of this Agreement, each of BofI, HRB Bank and at its expenseBlock Financial will (i) file all applications necessary to obtain the Required Regulatory Approvals with the Approving Authorities and (ii) publish all required public notices required in connection with the applications filed to obtain the Required Regulatory Approvals. (b) Each party will promptly furnish to the requesting party all information, execute data and deliverdocuments required to be included in any regulatory application to be filed with the Approving Authorities; except to the extent that such information would be, or cause relates to be executed and deliveredinformation that would be, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization filed under a claim of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferredconfidentiality. Each Obligor hereby party agrees to authorize such an involuntary transfer of control upon cooperate and join in with the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist other party in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and processing of all such applications. The party responsible for filing with a regulatory application shall promptly deliver to the Governmental Authority other party evidence of the filing of such Obligor’s application and a copy of the non-confidential portions of such application. (c) The parties shall promptly advise each other upon receiving any communication from any Approving Authorities that would reasonably cause such party to believe that there is a likelihood that the Required Regulatory Approvals or any other consent or approval required hereunder will not be obtained or that the receipt of any such approval will be materially delayed. (d) Each party will use its commercially reasonable best efforts to pursue and obtain the Required Regulatory Approvals and will promptly respond to all inquiries from the Approving Authorities. To the extent permitted by applicable law, each party shall promptly deliver to the other party a copy of each material Order and other correspondence received by such party from any Approving Authority or other Governmental Entity with respect to the Divestiture Transaction or any other transaction or agreement contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall any party hereto be obligated to, in connection with seeking Required Regulatory Approvals: i. ( A) agree to, or proffer to, divest or hold separate, or enter into any licensing (except those licensing agreements as may be required or contemplated by the Program Management Agreement) or similar arrangement with respect to, any material assets (whether tangible or intangible) or any material portion of any necessary business of such party or appropriate application for its Affiliates, or (B) take any action, or commit to take any action, or agree to any condition or restriction (in each case including with respect to the approval terms of this Agreement or the Program Management Agreement), involving any party or any of such party’s Affiliates or subsidiaries which, in the case of (A) or (B), such party determines, in its reasonable good faith judgment, is or is reasonably likely to be materially and unreasonably burdensome on such party’s or its Affiliates’ or subsidiaries’ business following the Closing or would be reasonably likely to materially reduce the economic benefits of the transfer transactions contemplated by this Agreement or assignment of any portion of the assets (including any Governmental Approval) of Program Management Agreement to such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of party to such Obligor to comply with the provisions of this subsection would be inadequate and a degree that such failure party would not be adequately compensable in damages, have entered into this Agreement had such Obligor agrees that condition or restriction been known to it at the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.date hereof (a “Materially Burdensome Regulatory Condition”); or

Appears in 1 contract

Samples: Purchase and Assumption Agreement (H&r Block Inc)

Regulatory Approvals. Promptly11.1 OXB represents and warrants that it will be responsible for obtaining and that it holds, and at and/or will require that its expense, execute and deliver, or cause to be executed and deliveredapproved subcontractors hold, all applicationsnecessary registrations, certificates, instruments, registration statements, permits and licences for any and all other documents Manufacture and papers storage of Vector by OXB and its approved subcontractors under this Agreement from the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any Regulatory Authorities of the rights under this Security Agreementcountry or countries where such Manufacture, storage and supply takes place. Without limiting OXB shall comply with all requirements of such registrations, permits and licences. For the generality avoidance of the foregoingdoubt, if an Event Client shall be responsible for all necessary licences and permits required for export/import of Default Vector. 11.2 Client shall have occurred be responsible for obtaining all such registrations, permits and be continuing, each Obligor shall take licences as any action which the Administrative Agent Regulatory Authority may reasonably request require it to hold in order to transfer allow Client to use the Batches as anticipated under this Agreement. 11.3 Each Party shall timely make all necessary filings and assign respond to any requests for information from Regulatory Authorities, in each case relating to any Regulatory Approvals relating to the Administrative Agent, Vectors or their Manufacture for which such Party is responsible. 11.4 Any change or modification to such one the Process or more third parties as Specification will be made in accordance with the Administrative Agent may designate, or to a combination change control provisions of the foregoingapplicable Quality Agreement (if any). As between the Parties, each Government Approval it shall be Client’s responsibility to submit details of any changes to the Process to the appropriate Regulatory Authorities and to obtain any necessary approval of such Obligor. To enforce the provisions of this subsectionchanges; provided, upon the occurrence and during the continuance of an Event of Defaulthowever, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver it shall be instructed OXB’s responsibility to seek from submit details of any changes to its Facilities or manufacturing processes other than the Governmental Process and to obtain any necessary approval of such changes. 11.5 Each Party may respond to communications by any Regulatory Authority an involuntary transfer of control of each such Governmental Approval for regarding the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, andVectors directly, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any communication is necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate Agreement or any Applicable Laws. Each Party shall, to the extent permitted by Applicable Law, notify the other Party as promptly as practicable of any such communication it has with any such Regulatory Authority relating to Vectors and that such failure would not be adequately compensable the Parties shall cooperate reasonably in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance respect of such covenantsmatters.

Appears in 1 contract

Samples: Licence and Supply Agreement (CARGO Therapeutics, Inc.)

Regulatory Approvals. Promptly(a) Each Party and each Party’s respective Affiliates shall, prepare and at its expense, execute and deliversubmit, or cause to be executed prepared and deliveredsubmitted, to the applicable Governmental Authority, as soon as is practical following the Execution Date (but no later than ten (10) Business Days following the Execution Date), all applications, certificates, instruments, registration statements, and all other documents and papers necessary filings in connection with the Administrative Agent may reasonably request and as transactions contemplated by this Agreement that may be required by law for obtaining the Required Governmental Approvals or any other Governmental Approvals under applicable Laws prior to acquire the Closing Date. Each Party shall, and shall cause its respective Affiliates to, submit the required filings as soon as practicable, but, with respect to any filings required under the HSR Act, in no event later than ten (10) Business Days after the Execution Date of this Agreement. The Parties shall request or cause to be requested expedited treatment of any such filings (including early termination of any applicable waiting periods under the HSR Act), promptly make any appropriate or necessary subsequent or supplemental filings, and cooperate with one another in the preparation of such filings in such manner as is reasonably necessary and appropriate. (b) No Party shall take, and shall cause its respective Affiliates not to take, any action that could reasonably be expected to adversely affect or materially delay or impair the approval of any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise Authority of any of the rights aforementioned filings. Notwithstanding any other provision of this Agreement, the Buyer Parties shall, and shall cause its Affiliates to, promptly take, in order to consummate the transactions contemplated by this Agreement and the Related Agreements, any and all actions reasonably necessary, proper or advisable in order to secure the expiration or termination of any applicable waiting period in connection with a Governmental Approval (including in connection with the expiration or termination of any applicable waiting periods under the HSR Act), including using reasonable best efforts to: (i) resolve any objections asserted with respect to the transactions contemplated by this Security Agreement raised by any Governmental Authority; (ii) prevent the entry of any orders of the applicable Governmental Authority having jurisdiction, and to have vacated, lifted, reversed or overturned any order, that would prevent, prohibit, restrict, or delay the consummation of the transactions contemplated by this Agreement; (iii) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) litigate, challenge or take any other action with respect to any Proceeding in connection with the transactions contemplated by this Agreement. (c) Subject to applicable confidentiality restrictions or restrictions required by applicable Laws, each Party will notify the other Party promptly upon the receipt by such Party or its Affiliates of (i) any material comments or questions from any officials of any Governmental Authority in connection with any filings made pursuant to this Section 9.15 or the transactions contemplated by this Agreement and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to any applicable Laws of any Governmental Authority or answers to any material questions, or the production of any documents, relating to an investigation of the transactions contemplated by this Agreement by any Governmental Authority. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 9.15, each Party shall promptly inform the other Party of such occurrence and cooperate in filing promptly with the applicable Governmental Authority such amendment or supplement. Without limiting the generality of the foregoing, if an Event of Default each Party shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign provide to the Administrative Agent, other Party (or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsectionits advisors), upon the occurrence reasonable request and during the continuance subject to appropriate confidentiality protections, copies of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from all material correspondence between such Party and any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for relating to the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement. The Parties may, includingas they deem advisable and necessary, designate any competitively sensitive materials provided to the others under this Section 9.15 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without limitationthe advance written consent of the Party providing such materials. In addition, to the extent reasonably practicable and subject to appropriate confidentiality protections, all material discussions, telephone calls, and meetings with a Governmental Authority regarding the transactions contemplated by this Agreement shall include representatives of both Buyer and Seller. Subject to applicable Laws and to the extent reasonable practicable, the preparationParties shall consult and cooperate with each other in connection with any analyses, execution appearances, presentations, memoranda, briefs, arguments, and filing with the proposals made or submitted to any Governmental Authority of such Obligor’s portion regarding the transactions contemplated by this Agreement by or on behalf of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsParty.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (EQT Corp)

Regulatory Approvals. Promptly(a) The Company and Buyer shall, as promptly as practicable and at its expensebefore the expiration of any relevant legal deadline, execute but in no event later than ten (10) Business Days following the execution and deliverdelivery of this Agreement, or cause file with (i) the FTC and the United States Department of Justice (the “DOJ”), the notification and report form required for the Merger and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any Other Antitrust Laws. Each of the Company and Buyer shall furnish to each other’s counsel such necessary information (which the receiving party shall treat as confidential information to be executed kept confidential in the manner required under the Confidentiality Agreement) and delivered, all applications, certificates, instruments, registration statements, and all reasonable assistance as the other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws and shall consult with each other in good faith prior to transfer and assign to the Administrative Agent, making any such filing or to submission. Buyer shall pay all filing fees payable in connection with such one or more third parties as the Administrative Agent may designate, or to a combination filings. (b) Each of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence Company and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver Buyer shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for any action or transaction the consummation of the transactions contemplated by this Security AgreementAgreement and shall keep each other apprised of the status of any communications with, includingand any inquiries or requests for additional information from any Governmental Entity and shall comply promptly with any such inquiry or request. Each of the Company and Buyer shall take commercially reasonable steps necessary to avoid or eliminate each and every impediment under any applicable Law that may be asserted against it by any Governmental Entity or any other Person so as to enable the Parties to expeditiously consummate the Mergers; provided, without limitationthat neither Party shall be required to make any divestiture, or agree to hold separate, or to any other structural or conduct relief in order to obtain clearance from any Governmental Entity and none of the Company, the preparationStockholders, execution Buyer or their respective Affiliates shall be obligated to contest, administratively or in court, any Order or Action of any Governmental Entity or any other Person respecting the transactions contemplated by this Agreement. (c) The Parties commit to instruct their respective counsel to cooperate with each other and filing use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and the any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Entity, and (ii) to confer with the Governmental Authority each other regarding appropriate contacts with and response to personnel of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsEntity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gsi Commerce Inc)

Regulatory Approvals. PromptlyThe Parent and the Company, as applicable to that Party, covenant and at agree with respect to obtaining the Regulatory Approvals required for the completion of the transactions contemplated by this Agreement that, subject to the term and conditions of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its expenseterms: (a) In respect of the COFECE Approval, execute within thirty (30) business days of this Agreement or such other date as the Parties may reasonably agree, the Parent and deliverthe Company shall each submit a notification to COFECE to obtain the COFECE Approval. (b) The Parent and the Company shall (and shall cause their respective Subsidiaries, as applicable), to file, as promptly as practicable but in any event within thirty (30) business days after the date of this Agreement or such other date as the Parent and the Company may reasonably agree, any other filings or notifications under any other applicable federal, provincial, state or foreign Law required to obtain any other Regulatory Approvals. (c) The Parent and the Company shall use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to obtain the Regulatory Approvals as promptly as practicable after the date of this Agreement and, in any event, in order to allow the Effective Time to occur before the Outside Date; provided, however, nothing in this Agreement shall require either Party or their respective Subsidiaries to propose, negotiate, effect or agree to, by consent decree, hold separate order or otherwise, the sale, transfer, divestiture, license or other disposition of any assets or businesses of the Parent or the Company or their respective Subsidiaries or otherwise take any action that prohibits or limits either Parties’ or their respective Subsidiaries’ freedom of action with respect to, or cause either Parties’ or their respective Subsidiaries’ ability to be executed and deliveredown, all applicationsretain, certificatescontrol, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law operate or exercise full rights of ownership with respect to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality businesses or assets of the foregoingParent, if an Event the Company or any of Default their respective Subsidiaries. (d) All filing fees (including any Taxes thereon) in respect of any filing made to any Governmental Entity in respect of any Regulatory Approvals shall have occurred and be continuingpaid by the Parent. (e) With respect to obtaining the Regulatory Approvals, each Obligor of the Parent and the Company shall take any action which (and shall cause their respective Subsidiaries) to cooperate and coordinate with one another and shall provide such assistance as the Administrative Agent other Party may reasonably request in order to transfer and assign to connection with obtaining the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such ObligorRegulatory Approvals. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.In particular:

Appears in 1 contract

Samples: Arrangement Agreement (Coeur Mining, Inc.)

Regulatory Approvals. Promptly(a) Tilray and Privateer shall each promptly execute and file, or join in the execution and filing of, any application, notification, or other document that may be necessary in order to obtain the authorization, approval, expiration or termination of any waiting period or Consent of any Governmental Body that may be reasonably required or advisable in connection with the consummation of the Contemplated Transactions. (b) Tilray and Privateer shall each use its commercially reasonable efforts to obtain all such authorizations, approvals, expirations or terminations of waiting periods, and at Consents as promptly as possible after the execution of this Agreement, including the expiration or termination of the waiting period under the HSR Act, or under foreign competition Laws, with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, to the extent not completed prior to the date hereof, Tilray and Privateer shall each use its expense, execute and delivercommercially reasonable efforts to make, or cause to be executed and deliveredmade, all applications, certificates, instruments, registration statementsfilings required of it or any of its respective Affiliates under the HSR Act and foreign competition Laws with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable, and all in any event shall file a Notification and Report Form pursuant to the HSR Act 10 Business Days after the execution of this Agreement, and any other documents filing or notification required pursuant to any foreign competition Law within 10 Business Days after the execution of this Agreement. Tilray and papers Privateer shall furnish promptly to the Administrative Agent may Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice and any other requesting governmental authority additional information reasonably request requested pursuant to the HSR Act or any foreign competition Laws in connection with such filings. (c) Tilray and Privateer shall each use its commercially reasonable efforts to resolve objections, if any, as may be required asserted by law to acquire any Governmental Approval Body with respect to the Contemplated Transactions under any applicable antitrust Laws, including responding promptly to and complying with any requests for information relating to this Agreement or any initial filings required under the consentHSR Act, approvaland any other additional filings (“Merger Notification Filings”) from any Governmental Body charged with enforcing, registrationapplying, qualification administering or authorization investigating any antitrust Laws. (d) Notwithstanding anything to the contrary herein, (i) Tilray shall not have any obligation to litigate or contest any such Legal Proceeding or order resulting therefrom and (ii) Tilray shall not be under an obligation to make proposals, execute or carry out agreements or submit to orders providing for (A) the sale, license, divestiture, or other disposition or holding separate of any other Person deemed necessary assets of Tilray or appropriate for any of its respective Affiliates, (B) the effective exercise imposition of any limitation or restriction on the ability of the rights under this Security Agreement. Without limiting the generality Tilray or any of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order its respective Affiliates to transfer and assign to the Administrative Agentfreely conduct its business, or (C) any limitation or regulation on the ability of Tilray or any of its Affiliates to such one or more third parties as the Administrative Agent may designate, or to a combination exercise full rights of the foregoing, each Government Approval ownership of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsPrivateer.

Appears in 1 contract

Samples: Merger Agreement (Tilray, Inc.)

Regulatory Approvals. PromptlyEach of SWNB and Hanmi will cooperate with the other and use reasonable efforts to promptly prepare and as soon as practicable following the date hereof file all necessary documentation to obtain all necessary permits, consents, waivers, approvals and at its expenseauthorizations of the Bank Regulators or any other third parties or Governmental Entities necessary to consummate the transactions contemplated by this Agreement. SWNB and Hanmi will furnish each other and each other’s counsel with all information concerning themselves, execute their Subsidiaries, directors, officers and deliver, or cause to be executed stockholders and delivered, all applications, certificates, instruments, registration statements, and all such other documents and papers the Administrative Agent may reasonably request and matters as may be required necessary or advisable in connection with any application, petition or other statement made by law or on behalf of SWNB or Hanmi to acquire any Bank Regulator or Governmental Entity in connection with the Merger, Bank Merger and the other transactions contemplated by this Agreement. SWNB shall have the right to review and approve in advance all characterizations of the information relating to SWNB and any SWNB Subsidiary that appears in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Approval or Entity. In addition, SWNB and Hanmi shall each furnish to the consent, approval, registration, qualification or authorization other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Entity prior to its filing. Each of SWNB and Hanmi will cooperate with each other Person deemed necessary or appropriate and use their reasonable best efforts to address any conditions in any regulatory approval to allow for the effective exercise of any consummation of the rights under transactions contemplated by this Security Agreement. Without Each of Hanmi and SWNB agrees to keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Bank Regulator or Governmental Entity, the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement, that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Bank Regulator or Governmental Entity will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the generality scope of the foregoing, if an Event of Default shall have occurred and be continuingHanmi shall, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination extent permitted by applicable law (i) promptly advise SWNB of the foregoingreceipt of any substantive communication from a Bank Regulator or Governmental Entity with respect to the transactions contemplated hereby, each Government Approval (ii) provide SWNB with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Bank Regulator or Governmental Entity with respect to the transactions contemplated hereby and to review any such Obligor. To enforce response, submission or communication prior to the provisions of this subsectionfiling or submission thereof, upon and (iii) provide SWNB (as permitted by such Bank Regulators) with a reasonable opportunity to participate in any meetings or substantive telephone conversations that Hanmi or any Hanmi Subsidiaries or their respective representatives may have from time to time with any Bank Regulator or Governmental Entity with respect to the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction transactions contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 1 contract

Samples: Merger Agreement (Hanmi Financial Corp)

Regulatory Approvals. Promptly, (a) Each of Acquiror and at the Company shall use its expense, execute and deliver, Best Efforts to (i) make or cause to be executed made all filings required of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within ten (10) days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by either of them or any of their respective Subsidiaries or Affiliates from the FTC, the Antitrust Division of the Department of Justice (the “Antitrust Division”) or any other Governmental Authority in respect of such filings or such transactions, and delivered(iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. Acquiror shall be responsible for all filing fees and legal and other expenses, including those of the Company associated with the required filings under the HSR Act; provided, however, in the event of a second request by the FTC, the Antitrust Division or any other Governmental Authority in respect of such filings, all applications, certificates, instruments, registration statementsexpenses incurred in connection with responding to such requests shall be borne by the party incurring such expenses. Each such party shall use its Best Efforts to furnish to each other in a timely manner all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any oral communication with, and all provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other documents party to review in advance any proposed communication by such party to any Governmental Authority. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and papers cooperate with one another in connection with the Administrative Agent matters described in this Section 6.05, including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. (b) Each of Acquiror and the Company shall use its Best Efforts to resolve such objections, if any, as may reasonably request be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of any Antitrust Law, the Company and Acquiror shall use their Best Efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, unless, by mutual agreement, Acquiror and the Company decide that litigation is not in their respective best interests. Each of Acquiror and the Company shall use its Best Efforts to take such action as may be required by law to acquire any Governmental Approval cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary provided herein, neither Acquiror or the consentCompany nor any of their respective Affiliates shall be required, approvalin connection with the matters covered by this Section 6.05, registration(i) to pay any amounts (other than the payment of filing fees and expenses and fees of counsel, qualification accountants and other advisors and experts), (ii) to commence litigation (as opposed to defend litigation), or authorization of any other Person deemed necessary or appropriate for the effective exercise of (iii) to waive any of the rights under conditions to this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request Agreement set forth in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsARTICLE VII.

Appears in 1 contract

Samples: Merger Agreement (Darling International Inc)

Regulatory Approvals. PromptlySubject to Section 2(b), promptly, and at its expense, execute and deliver, or cause to be executed and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Collateral Agent may reasonably request and (it being understood that the Collateral Agent shall not be required to make any such request unless directed by the Required Secured Parties) or as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoingforegoing and subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which may be necessary or as the Administrative Collateral Agent may reasonably request (it being understood that the Collateral Agent shall not be required to make any such request unless directed by the Required Secured Parties) in order to transfer and assign to the Administrative Collateral Agent, or to such one or more third parties as the Administrative Collateral Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. In addition, to the extent required by the Collateral Agent, each Obligor agrees to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Collateral Agent to exercise its rights and remedies (or to be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority; provided, however, unless an Event of Default has occurred and is continuing, the Collateral Agent shall hold in escrow all documents and instruments executed by the Obligors to comply with the terms of the Federal Assignment of Claims Act and comparable state law and shall not file such documents and instruments with any Governmental Authority. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, subject to the Administrative Intercreditor Agreement, the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required if so ordered by the such court. Upon Subject to the Intercreditor Agreement, upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Collateral Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Appears in 1 contract

Samples: Second Lien Security Agreement (Gencorp Inc)

Regulatory Approvals. Promptly, (a) Each of the parties hereto shall cooperate and at its expense, execute and deliveruse their respective reasonable best efforts to take, or cause to be executed and deliveredtaken, all applications, certificates, instruments, registration statementsaction, and to do, or cause to be done as promptly as practicable, all other documents things necessary, proper and papers advisable under applicable Laws, to consummate and make effective as promptly as practicable the Administrative Agent may reasonably request Transactions, including providing any notices to any Person required in connection with the consummation of the Transactions, and as may obtaining any licenses, consents, waivers, approvals, authorizations, qualifications and Governmental Orders necessary to consummate the Transactions (including the FCA Approval and the CBI Approval); provided, that in no event shall any party be required by law to acquire pay any Governmental Approval material fee, penalty or the other consideration to obtain any license, Permit, consent, approval, registrationauthorization, qualification or authorization waiver required under any Contract for the consummation of the Transactions (other than fees or expenses payable to the SEC in connection with the Transactions, including the Proxy Statement / Prospectus, filing fees payable pursuant to the HSR Act or other Antitrust Laws, and any other Person deemed necessary or ordinary course filing fees in connection with Governmental Filings required to consummate the Transactions). Subject to appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality of the foregoing, if an Event of Default shall have occurred confidentiality protections and be continuingapplicable Antitrust Laws, each Obligor party hereto shall take any action which furnish to the Administrative Agent other parties such necessary information and reasonable assistance as such other party may reasonably request in order connection with the foregoing. (b) FTAC agrees that each Sponsor Person required to transfer obtain FCA Approval and assign / or CBI Approval, shall make any such notification (the “Change of Control Notification”) to the Administrative Agent, FCA and / or to such one or more third parties CBI as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence promptly as practicably (and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from in any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.event within five

Appears in 1 contract

Samples: Merger Agreement

Regulatory Approvals. Promptly(a) Other than with respect to the Competition Act Approval, which shall be governed by Section 4.6, as soon as reasonably practicable following the date of this Agreement, the Parties shall prepare and file all necessary documents, registrations, statements, petitions, filings and applications for all necessary Regulatory Approvals and use commercially reasonable efforts to obtain and maintain all such Regulatory Approvals. (b) Other than with respect to the Competition Act Approval, which shall be governed by Section 4.6, the Party responsible at Law for obtaining a Regulatory Approval shall be the Party to make the filing to obtain such approval (or any remedy or change thereto) but will do so only once each Party hereto has reviewed any filing and has had the opportunity to provide comment on it and any statement in any application that creates an obligation on a Party must have the consent of that Party before it is included in the application. (c) Subject to any applicable Law, the Parties shall cooperate with and keep one another fully informed as to the status of and the processes and proceedings related to obtaining the Regulatory Approvals, and at shall promptly notify each other of any communication from any Governmental Authority in respect of the Arrangement, this Agreement or the transactions contemplated hereby and respond as promptly as reasonably possible to any inquiries or requests received from a Governmental Authority in respect of any Regulatory Approval; and shall not make any submissions or filings, participate in any substantive meetings, conversations or correspondence with any Governmental Authority in respect of obtaining the Regulatory Approvals unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Authority, gives the other Party the opportunity to review drafts of any submissions, filings or correspondence (including responses to requests for information and inquiries from any Governmental Authority) and will provide the other Party a reasonable opportunity to comment thereon and consider those comments in good faith, and shall provide each other with all information necessary to support the applications for the Regulatory Approvals, as reasonably required by the Party making the filing; and shall provide the other Party and its expenseoutside counsel with final copies of all such material submissions, execute filings, correspondence, presentations, applications, plans and deliverother material documents submitted to or filed with any Governmental Authority in respect of the Regulatory Approvals. (d) Notwithstanding any other requirement in this Section 4.5, where a Party (a "Disclosing Party") is required under this Section 4.5 to provide information to another Party (a "Receiving Party") that the Disclosing Party reasonably deems to be confidential or competitively or commercially sensitive information, the Disclosing Party may provide a redacted version removing the confidential or competitively or commercially sensitive information to the Receiving Party; provided that: (i) the Disclosing Party also provides a complete, non-redacted version to the Receiving Party's outside legal counsel on an external counsel-only basis and the Receiving Party may not request such competitively or commercially sensitive information from its outside legal counsel; and (ii) nothing in this Agreement requires either Party to share with the other Party or its outside legal counsel any information that relates to the valuation of the transactions contemplated under this Agreement or information relating to possible transactions with other Persons. (e) Nothing in this Agreement shall require the Purchaser to propose, negotiate, effect or agree to (and neither the Company nor its Subsidiaries may, without the prior written consent of the Purchaser, propose, negotiate, effect or agree to), by consent decree, by consent agreement, hold separate Order or otherwise, the sale, transfer, divestiture, license or other disposition of any assets or businesses of the Purchaser or the Company or any of their respective Subsidiaries or otherwise take any action that prohibits or limits the freedom of action of the Purchaser with respect to, or cause the ability of the Purchaser to be executed and deliveredown, all applicationsretain, certificatescontrol, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law operate or exercise full rights of ownership with respect to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the rights under this Security Agreement. Without limiting the generality businesses or assets of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of DefaultPurchaser, the Administrative Agent is empowered to request the appointment Company or any of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any necessary or appropriate application for the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) of such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of such Obligor to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantstheir respective Subsidiaries.

Appears in 1 contract

Samples: Arrangement Agreement (Hammerhead Energy Inc.)

Regulatory Approvals. Promptly, (a) Crystal and at its expense, execute Alpha shall co-operate and deliveruse their reasonable commercial efforts in good faith to take, or cause to be executed and deliveredtaken, all applicationsreasonable actions, certificatesincluding the preparation of any applications for Regulatory Approvals and other orders, instrumentsregistrations, registration statementsconsents, filings, rulings, exemptions, no-action letters, circulars and approvals required in connection with this Agreement and the Arrangement and the preparation of any required documents, in each case as reasonably necessary to discharge their respective obligations under this Agreement, the Arrangement and the Plan of Arrangement, and all other documents and papers the Administrative Agent may reasonably request and as may be required by law to acquire any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of complete any of the rights transactions contemplated by this Agreement, including their obligations under this Security Agreement. applicable Laws, provided that in no event shall Crystal be required to file any prospectus, registration statement or similar document under applicable Securities Laws with regard to the Consideration Shares, Consideration Warrants or other securities issued pursuant to the Plan of Arrangement. (b) Without limiting the generality of the foregoing, if an Event of Default shall have occurred Xxxxxxx and be continuing, each Obligor shall take any action which Alpha agree to cooperate and use all reasonable commercial efforts to obtain the Administrative Agent may reasonably request in order to transfer TSX-V Approval by the Effective Time. Alpha acknowledges that Crystal is a company with its shares listed on the TSX-V and assign is subject to the Administrative Agentrules and policies of the TSX-V, which may require Crystal to retain a sponsor to provide a report to TSX-V in respect of the Transaction or to such one obtain a formal valuation or more third parties appraisal of Alpha as the Administrative Agent may designate, or contemplated by Section 4.2(a) of TSX-V Policy 5.4. Crystal and Alpha agree to use reasonable commercial efforts to apply for and obtain a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek waiver from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for TSX-V from the purpose of seeking requirement to engage a bona fide purchaser to whom control will ultimately be transferredsponsor. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be If a sponsor is required by the courtTSX-V, Alpha will identify a sponsor and will be responsible for the fees and expenses of the sponsor, provided that the identity of the sponsor and the terms of the sponsor’s engagement shall be acceptable to Crystal, acting reasonably. Upon If a formal valuation or appraisal of Alpha is required by the occurrence TSX-V, Alpha will arrange to obtain a qualified independent third party to prepare such formal valuation or appraisal and continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, will be responsible for any action or transaction contemplated by this Security Agreement, including, without limitation, the preparation, execution fees and filing with the Governmental Authority expenses of such Obligor’s portion of any necessary or appropriate application for party, provided that the approval of the transfer or assignment of any portion of the assets (including any Governmental Approval) identity of such Obligor. Because each Obligor agrees that party and the Administrative Agent’s remedy at law for failure terms of such Obligor its engagement shall be acceptable to comply with the provisions of this subsection would be inadequate and that such failure would not be adequately compensable in damagesCrystal, such Obligor agrees that the covenants contained in this subsection may be specifically enforced, and such Obligor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenantsacting reasonably.

Appears in 1 contract

Samples: Arrangement Agreement (Alpha Cognition Inc.)

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