Regulatory Filings and Clearances. (a) Without limiting the generality of the provisions of Section 7.1(a) and to the extent required by applicable Legal Requirements, as soon as practicable following the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter), each of Synacor and Qumu shall file with any applicable competition or merger control authorities of any jurisdiction an applicable notification or other filing or report relating to this Agreement, the Merger and the other transactions contemplated hereby as required by applicable Antitrust Laws. Each of Synacor and Qumu shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or requested by any applicable competition or merger control authorities of any jurisdiction and that Synacor and Qumu reasonably deem necessary and/or appropriate. (b) Each of Synacor and Qumu shall (i) promptly inform the other party hereto of any communication from any Governmental Authority regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor and its Subsidiaries or Qumu and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental Authority, gives the other party hereto an opportunity to attend or participate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communications; provided, however, that (A) any materials concerning valuation of the transaction or internal financial information may be redacted, and (B) each of Synacor and Qumu may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 as “counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counsel. (c) If either Synacor or Qumu or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (d) In furtherance and not in limitation of the covenants of the parties contained in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violative of any Legal Requirement or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by a Governmental Authority which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, each of Synacor and Qumu shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) 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 Synacor and Qumu or their respective Subsidiaries, (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, and (iii) the imposition of any limitation or regulation on the ability of Synacor and Qumu or their respective Subsidiaries to freely conduct their business or own such assets; provided, however, that notwithstanding anything to the contrary in this Agreement, neither Synacor nor Qumu nor any of their respective Subsidiaries shall be required to effect or commit to any of the foregoing, or required to effect or commit to any other actions, if doing so would have a material adverse effect on the business, operations, financial condition or results of operations of Synacor and its Subsidiaries, taken as a whole, following the Merger.
Appears in 3 contracts
Samples: Loan and Security Agreement (Synacor, Inc.), Merger Agreement (Synacor, Inc.), Merger Agreement (Qumu Corp)
Regulatory Filings and Clearances. (a) Without limiting the generality of the provisions of Section 7.1(a) and to the extent required by applicable Legal RequirementsLaw, as soon as practicable practicable, and no later than ten (10) business days following the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter)Agreement, each of Synacor Parent and Qumu the Company shall file with any applicable competition or merger control authorities the FTC and the Antitrust Division of any jurisdiction an applicable notification or other filing or report the DOJ a Notification and Report Form relating to this Agreement, the Merger and the other transactions contemplated hereby as required by applicable the HSR Act, and each of Parent and/or the Company shall file, as soon as practicable (and no later than twenty (20) business days following the execution and delivery of this Agreement), comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that may be required by the merger notification or control laws and regulations (“Antitrust Laws”) of any foreign jurisdiction in which Parent or the Company have business or operations or in which Parent and the Company mutually agree to make such filing. Each of Synacor Parent and Qumu the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or requested by any applicable the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and that Synacor Parent and Qumu the Company reasonably deem necessary and/or appropriate.
(b) Each of Synacor Parent and Qumu the Company shall (i) promptly inform the other party hereto of any communication from any Governmental Authority regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor Parent and its Subsidiaries or Qumu the Company and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental Authority, gives the other party hereto an opportunity to attend or participate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communicationsAgreement; provided, however, that (Ai) any materials concerning valuation of the transaction or internal financial information may be redacted, and (Bii) each of Synacor Parent and Qumu the Company may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 as “counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counsel.
(c) If either Synacor Parent or Qumu the Company, as the case may be, or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, in connection with the covenants of the parties contained in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violative receipt of any Legal Requirement necessary approvals or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by clearances of a Governmental Authority required under the Antitrust Laws (including under the HSR Act), neither Parent (nor any of its Subsidiaries or Affiliates) shall be required to and, without the consent of Parent (which would make illegal, or would otherwise prohibit or materially impair or delayconsent may be withheld in its sole discretion), the Merger Company shall not and shall not permit any of its Subsidiaries or any other transactions contemplated by this Agreement, each of Synacor and Qumu shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing Affiliates to, by consent decree) (i) (A) sell, hold separate ordersor otherwise dispose of or conduct their business in a specified manner, or otherwiseagree to or become subject to any order to, sell, hold separate or otherwise dispose of or conduct their businesses in a specified manner, or enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to the assets, operations or conduct of their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of Parent and its Subsidiaries or Affiliates or (iB) agree to any concession, accommodation or liability to the extent related to or arising out of this Agreement or any of the transactions contemplated hereby in order to obtain the necessary approvals or clearances of a Governmental Authority required under the Antitrust Laws (including under the HSR Act); provided, however, that the Parent and Company agree that if necessary to receive the necessary approvals or clearances of a Governmental Authority required under the Antitrust Laws (including under the HSR Act), they will agree to 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 Synacor the Company and Qumu its Subsidiaries that, as an operating business unit, in the aggregate generated less than $250,000 in revenue (calculated in accordance with GAAP and consistent with the accounting methods used in the preparation of the Company’s financial statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013) during the twelve month period ended as of September 30, 2014 (a “Required Divestiture”) so long as such agreement or commitment by the Company does not include any other obligation of the Company, Parent or their respective SubsidiariesAffiliates beyond that related to the business unit that is the subject of the Required Divestiture, including assets, resources, and rights of the Company and its Subsidiaries reasonably necessary to its effective operation that would not detrimentally affect the value or operation of the remaining businesses or assets of the Company, Parent or its Affiliates or (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, and (iii) accept the imposition of any limitation or regulation on that would limit the ability of Synacor Parent (or any of its Subsidiaries or Affiliates, including, after the Effective Time, the Surviving Corporation and Qumu or their respective Subsidiaries its Subsidiaries) to freely conduct their the business or own such assets; providedassets of Parent and its Subsidiaries or Affiliates (including, howeverafter the Effective Time, that notwithstanding anything to the contrary in this Agreement, neither Synacor nor Qumu nor any of their respective Subsidiaries shall be required to effect or commit to any of the foregoing, or required to effect or commit to any other actions, if doing so would have a material adverse effect on the business, operations, financial condition or results of operations of Synacor Surviving Company and its Subsidiaries), taken as a whole, following other than with respect to the Mergeroperating business unit that is the subject of the Required Divestiture.
Appears in 2 contracts
Samples: Merger Agreement (Entropic Communications Inc), Merger Agreement (Maxlinear Inc)
Regulatory Filings and Clearances. (a) Without limiting the generality of the provisions of Section 7.1(a8.1(a) and to the extent required by applicable Legal RequirementsLaw, as soon as practicable practicable, and no later than ten (10) business days following the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter)Agreement, each of Synacor Parent and Qumu the Company shall file with any applicable competition or merger control authorities the FTC and the Antitrust Division of any jurisdiction an applicable notification or other filing or report the DOJ a Notification and Report Form relating to this Agreement, the Merger and the other transactions contemplated hereby as required by applicable Antitrust Lawsthe HSR Act. Each of Synacor Parent and Qumu the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or requested by any applicable competition the FTC or merger control authorities of any jurisdiction and that Synacor and Qumu reasonably deem necessary and/or appropriatethe DOJ.
(b) Each of Synacor Parent and Qumu the Company shall (i) promptly inform the other party hereto of any communication from any Governmental Authority regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor Parent and its Subsidiaries or Qumu the Company and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental Authority, gives the other party hereto an opportunity to attend or participate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communicationsAgreement; provided, however, that (Ai) any materials concerning valuation of the transaction or internal financial information may be redacted, and (Bii) each of Synacor Parent and Qumu the Company may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 8.2 as “counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counsel.
(c) If either Synacor Parent or Qumu the Company, as the case may be, or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.
(d) In furtherance and not in limitation of the covenants of the parties contained in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violative of any Legal Requirement or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by a Governmental Authority which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, each of Synacor and Qumu shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) 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 Synacor and Qumu or their respective Subsidiaries, (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, and (iii) the imposition of any limitation or regulation on the ability of Synacor and Qumu or their respective Subsidiaries to freely conduct their business or own such assets; provided, however, that notwithstanding Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals or clearances of a Governmental Authority required under the Antitrust Laws (including under the HSR Act), neither Synacor nor Qumu Parent (nor any of their respective its Subsidiaries or Affiliates) shall be required to effect and, without the consent of Parent (which consent may be withheld in its sole discretion), the Company shall not and shall not permit any of its Subsidiaries or commit Affiliates to (A) sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to or become subject to any order to, sell, hold separate or otherwise dispose of or conduct their businesses in a specified manner, or enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to the assets, operations or conduct of their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of Parent and its Subsidiaries or Affiliates or (B) agree to any concession, accommodation or liability to the extent related to or arising out of this Agreement or any of the foregoing, transactions contemplated hereby in order to obtain the necessary approvals or clearances of a Governmental Authority required to effect or commit to any other actions, if doing so would have a material adverse effect on under the business, operations, financial condition or results of operations of Synacor and its Subsidiaries, taken as a whole, following Antitrust Laws (including the MergerHSR Act).
Appears in 2 contracts
Samples: Merger Agreement (Exar Corp), Merger Agreement (Maxlinear Inc)
Regulatory Filings and Clearances. (a) Without limiting the generality of the provisions of Section 7.1(a) and to the extent required by applicable Legal Requirements, as soon as practicable (but in any event no more than thirty (30) days) following the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter)Agreement, each of Synacor comScore and Qumu Rentrak shall file with any applicable competition or merger control authorities the FTC and the Antitrust Division of any jurisdiction an applicable notification or other filing or report the DOJ a Notification and Report Form relating to this Agreement, the Merger and the other transactions contemplated hereby as required by applicable the HSR Act, and each of comScore and/or Rentrak shall file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that may be required by the merger notification or control laws and regulations (“Antitrust Laws”) of any foreign jurisdiction in which comScore or Rentrak have business or operations or in which comScore and Rentrak mutually agree to make such filing. Each of Synacor comScore and Qumu Rentrak shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or requested by any applicable the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and that Synacor comScore and Qumu Rentrak reasonably deem necessary and/or appropriate.
(b) Each of Synacor comScore and Qumu Rentrak shall (i) promptly inform the other party hereto of any communication from any Governmental Authority regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor comScore and its Subsidiaries or Qumu Rentrak and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental Authority, gives the other party hereto an opportunity to attend or participate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communicationsAgreement; provided, however, that (Ai) any materials concerning valuation of the transaction or internal financial information may be redacted, and (Bii) each of Synacor comScore and Qumu Rentrak may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 as “counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counsel.
(c) If either Synacor comScore or Qumu Rentrak or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.
(d) In furtherance and not in limitation of the covenants of the parties contained in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violative of any Legal Requirement or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by a Governmental Authority Entity which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, each of Synacor comScore and Qumu Rentrak shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) 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 Synacor comScore and Qumu Rentrak or their respective Subsidiaries, and (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, and (iii) the imposition of any limitation or regulation on the ability of Synacor comScore and Qumu Rentrak or their respective Subsidiaries to freely conduct their business or own such assets; provided, howeverprovided however that nothing in this Section 7.2(d) requires comScore or Rentrak to agree to or effectuate any sale, that notwithstanding anything to divestiture, license or other disposition or holding separate of any assets or categories of assets if such an action would materially affect comScore’s or Rentrak’s respective business. Notwithstanding the contrary in foregoing or any other provision of this Agreement, neither Synacor nor Qumu nor Rentrak shall not, without comScore’s prior written consent, and comScore and Merger Sub shall not, without Rentrak’s prior written consent, (i) commit to any material sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of comScore and Rentrak or their respective Subsidiaries shall be required to effect or commit (ii) agree to any material restriction on its business or the imposition of the foregoing, any material limitation or required to effect or commit to any other actions, if doing so would have a material adverse effect regulation on the business, operations, financial condition ability of comScore and Rentrak or results of operations of Synacor and its Subsidiaries, taken as a whole, following the Mergertheir respective Subsidiaries to freely conduct their business or own such assets.
Appears in 1 contract
Samples: Merger Agreement (Rentrak Corp)
Regulatory Filings and Clearances. (a) Without limiting the generality of the provisions of Section 7.1(a) 7.3 and to the extent required by applicable Legal RequirementsLaw, as soon as practicable practicable, and no later than ten (10) business days following the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter)Agreement, each of Synacor Parent and Qumu the Company shall file with any applicable competition or merger control authorities the FTC and the Antitrust Division of any jurisdiction an applicable notification or other filing or report the DOJ a Notification and Report Form relating to this Agreement, the Merger and the other transactions contemplated hereby as required by applicable Antitrust Lawsthe HSR Act. Each of Synacor Parent and Qumu the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) use reasonable best efforts to supply any additional information that reasonably may be required or requested by the FTC or the DOJ. Each of the parties agrees to use their reasonable best efforts to cause the expiration or early termination of the waiting period required under the HSR Act or any other applicable competition or merger control authorities of any jurisdiction Law so as to enable the parties hereto to close the transactions contemplated by this Agreement as promptly as practicable and that Synacor and Qumu reasonably deem necessary and/or appropriatein no event later than the End Date.
(b) Each If the filing of Synacor a Notification and Qumu Report Form is required by the HSR Act, each of Parent and the Company shall (i) promptly inform the other party hereto of any communication from any Governmental Authority Entity regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor and its Subsidiaries or Qumu and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or to any Governmental Authority Entity in connection with the Merger and the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority Entity in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental AuthorityEntity, gives the other party hereto an opportunity to attend or participate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, correspondences and written communications between them and their Subsidiaries subsidiaries and Representatives, on the one hand, and any Governmental Authority Entity or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communicationsAgreement; provided, however, that (Ai) any materials concerning valuation of the transaction or internal financial information may be redacted, and (Bii) each of Synacor Parent and Qumu the Company may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 7.4 as “outside counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counselrecipient.
(c) If either Synacor Parent or Qumu the Company, as the case may be, or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority Entity with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.
(d) In furtherance and not in limitation of the covenants of the parties contained in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violative of any Legal Requirement or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by a Governmental Authority which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, each of Synacor and Qumu shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) 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 Synacor and Qumu or their respective Subsidiaries, (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, and (iii) the imposition of any limitation or regulation on the ability of Synacor and Qumu or their respective Subsidiaries to freely conduct their business or own such assets; provided, however, that notwithstanding Notwithstanding anything to the contrary in this Agreement, in connection with the receipt of any necessary approvals or clearances of a Governmental Entity required under the Antitrust Laws (including under the HSR Act), neither Synacor nor Qumu Parent (nor any of their respective Subsidiaries its subsidiaries or Affiliates) shall be required to effect and, without the consent of Parent (which consent may be withheld in its sole discretion), the Company shall not permit any of its Affiliates to (A) sell, hold separate or commit otherwise dispose of or conduct their business in a specified manner, or agree to or become subject to any order to, sell, hold separate or otherwise dispose of or conduct their businesses in a specified manner, or enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to the assets, operations or conduct of their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of Parent and its subsidiaries or Affiliates or (B) agree to any concession, accommodation or liability to the extent related to or arising out of this Agreement or any of the foregoingtransactions contemplated hereby in order to obtain the necessary approvals or clearances of a Governmental Entity required under the Antitrust Laws.
(e) Notwithstanding anything to the contrary in this Agreement, it is expressly understood and agreed that neither Parent nor any of its Affiliates shall have any obligation to litigate any Action (including but not limited to any administrative or judicial action or proceeding) that may be brought under the Antitrust Laws in connection with the transactions contemplated by this Agreement; provided, that, for the avoidance of doubt, Parent shall use commercially reasonable efforts to cooperate with the Company in responding to requests for information from any Governmental Entity prior to the End Date. Parent will have the right, after consultation with the Company, and after considering in good faith the view of the Company, to make all strategic and tactical decisions as to the manner in which to obtain from any Governmental Entity under the HSR Act or any other applicable Antitrust Laws any actions or non-actions, consents, approvals, authorizations, clearances or orders required to effect be obtained in connection with the consummation of the transactions contemplated by this Agreement.
(f) The filing fees payable in connection with all filings or commit notices to and approvals from any other actionsGovernmental Entity described in this Section 7.4, if doing so would have a material adverse effect on shall be paid by the business, operations, financial condition or results of operations of Synacor and its Subsidiaries, taken as a whole, following the MergerCompany.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sarcos Technology & Robotics Corp)
Regulatory Filings and Clearances. (a) Without limiting the generality of the provisions of Section 7.1(a) 7.1 and to the extent required by applicable Legal Requirements, as soon as practicable following the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter), each of Synacor FaceBank and Qumu fuboTV shall file with any applicable competition or merger control authorities (if not filed prior to the date hereof) the Notification and Report Form of any jurisdiction an applicable notification or other filing or report relating to this Agreement, the Merger FTC and the other transactions contemplated hereby as required by applicable Antitrust LawsDivision of the DOJ. Each of Synacor FaceBank and Qumu fuboTV shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or requested by any applicable the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and that Synacor FaceBank and Qumu fuboTV reasonably deem necessary and/or appropriate.
(b) Each of Synacor FaceBank and Qumu fuboTV shall (i) promptly inform the other party hereto of any communication from any Governmental Authority regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor FaceBank and its Subsidiaries or Qumu fuboTV and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental Authority, gives the other party hereto an opportunity to attend or participate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communicationsAgreement; provided, however, that (Ai) any materials concerning valuation of the transaction or internal financial information may be redacted, and (Bii) each of Synacor FaceBank and Qumu fuboTV may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 as “counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counsel.
(c) If either Synacor FaceBank or Qumu fuboTV or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.
(d) In furtherance and not in limitation of the covenants of the parties contained in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violative of any Legal Requirement or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by a Governmental Authority which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, each of Synacor FaceBank and Qumu fuboTV shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) 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 Synacor FaceBank and Qumu fuboTV or their respective Subsidiaries, and (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, and (iii) the imposition of any limitation or regulation on the ability of Synacor FaceBank and Qumu fuboTV or their respective Subsidiaries to freely conduct their business or own such assets; provided, however, provided however that notwithstanding anything to the contrary nothing in this AgreementSection 7.2(d) requires FaceBank or fuboTV to agree to or effectuate any sale, neither Synacor nor Qumu nor divestiture, license or other disposition or holding separate of any assets or categories of assets if such an action would materially affect FaceBank’s or fuboTV’s respective business. Notwithstanding the foregoing or any other provision of this Agreement between the date hereof and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, fuboTV shall not, without FaceBank’s prior written consent, and FaceBank and Merger Sub shall not, without fuboTV’s prior written consent, (i) commit to any material sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of FaceBank and fuboTV or their respective Subsidiaries shall be required to effect or commit (ii) agree to any material restriction on its business or the imposition of any material limitation or regulation on the ability of FaceBank and fuboTV or their respective Subsidiaries to freely conduct their business or own such assets.
(e) In furtherance and not in limitation of the foregoingcovenants of the parties contained in Section 7.1 and Section 7.2, FaceBank shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and FaceBank shall use reasonable best efforts to take all actions required under any applicable federal or required to effect state securities or commit to any other actions, if doing so would have a material adverse effect on blue sky laws in connection with the business, operations, financial condition or results issuance of operations shares of Synacor and its Subsidiaries, taken as a whole, following FaceBank Preferred Stock in the Merger.
Appears in 1 contract
Regulatory Filings and Clearances. (a) Without limiting the generality of the provisions of Section 7.1(a) and to the extent required by applicable Legal Requirements, as soon as practicable following the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter), each of Synacor and Qumu shall file with any applicable competition or merger control authorities of any jurisdiction an applicable notification or other filing or report relating to this Agreement, the Merger and the other transactions contemplated hereby as required by applicable Antitrust Laws. Each of Synacor and Qumu shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or requested by any applicable competition or merger control authorities of any jurisdiction and that Synacor and Qumu reasonably deem necessary and/or appropriate.
(b) Each of Synacor and Qumu shall (i) promptly inform the other party hereto of any communication from any Governmental Authority regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor and its Subsidiaries or Qumu and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental Authority, gives the other party hereto an opportunity to attend or participate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communications; provided, however, that (A) any materials concerning valuation of the transaction or internal financial information may be redacted, and (B) each of Synacor and Qumu may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 as “counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counsel.
(c) If either Synacor or Qumu or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.
(d) In furtherance and not in limitation of the covenants of the parties contained in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violative of any Legal Requirement or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by a Governmental Authority which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, each of Synacor and Qumu shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) 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 Synacor and Qumu or their respective Subsidiaries, (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, and (iii) the imposition of any limitation or regulation on the ability of Synacor and Qumu or their respective Subsidiaries to freely conduct their business or own such assets; provided, however, that notwithstanding anything to the contrary in this Agreement, neither Synacor nor Qumu nor any of their respective Subsidiaries shall be required to effect or commit to any of the foregoing, or required to effect or commit to any other actions, if doing so would have a material adverse effect on the business, operations, financial condition or results of operations of Synacor and its Subsidiaries, taken as a whole, following the Merger.and
Appears in 1 contract
Samples: Merger Agreement
Regulatory Filings and Clearances. (a) Without limiting Each of Parent, the generality Seller Parties and the Company agrees to use reasonable best efforts to make required filings with respect to the Transaction pursuant to the HSR Act, including a Notification and Report Form. The foregoing filing shall be made as promptly as practicable, and in no event later than five Business Days after, the Agreement Date. Each of the provisions of Section 7.1(a) Parties shall use reasonable best efforts to supply as promptly as practicable, and to within the extent time frame required by applicable Legal RequirementsRegulations or any extension of time requested thereunder, as soon as practicable following any additional information and documentary material that may be requested pursuant to the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter), each of Synacor and Qumu shall file with any applicable competition or merger control authorities of any jurisdiction an applicable notification or other filing or report relating to this Agreement, the Merger and the other transactions contemplated hereby as required by applicable Antitrust LawsHSR Act. Each of Synacor and Qumu the Parties shall use reasonable best efforts to, as promptly (i) cooperate and coordinate with as practicable, cause the other in expiration or termination of the making of such filingsapplicable waiting periods under the HSR Act, (ii) supply the other including but not limited to substantial compliance with any information that may be required in order to effectuate such filings, and (iii) supply any request for additional information that reasonably may be required or requested by documentary materials issued under 16 CFR §803.20, compliance with any applicable competition or merger control authorities of any jurisdiction properly issued civil investigative demands and that Synacor and Qumu reasonably deem necessary and/or appropriateinterrogatories.
(b) Each of Synacor and Qumu shall (i) promptly inform the other party hereto of any communication from any Governmental Authority regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor and its Subsidiaries or Qumu and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in In connection with the Merger and efforts referenced in Section 6.4(a), each of the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, andParties shall, to the extent permitted by such Governmental Authorityapplicable Regulations, gives the other party hereto an opportunity to attend or participate (i) cooperate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communications; provided, however, that (A) any materials concerning valuation of the transaction or internal financial information may be redacted, and (B) each of Synacor and Qumu may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 as “counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counsel.
(c) If either Synacor or Qumu or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation respects with the other Parties in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, an appropriate response in compliance with (ii) keep the other Parties informed of any material communication received by such request.
Party from, or given by such Party to, the Federal Trade Commission (d) In furtherance and not in limitation the “FTC”), the Antitrust Division of the covenants Department of Justice (the parties contained “DOJ”), and of any material communication received or given in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including connection with any proceeding by a private party, is instituted (or threatened to be instituted) challenging in each case regarding the Merger or any other transactions contemplated by this Agreement as violative of any Legal Requirement or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by a Governmental Authority which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, each of Synacor and Qumu shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) 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 Synacor and Qumu or their respective Subsidiaries, (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, Transaction and (iii) permit the imposition other Parties, to the extent practicable, through their legal advisors, to (A) review any material communication given by them to, and consult with each other in advance of any limitation meeting or regulation on conference with, the ability FTC or the DOJ, or (B) in connection with any proceeding by a private party, consult with each other in advance of Synacor and Qumu any meeting or their respective Subsidiaries to freely conduct their business or own conference with such assets; provided, however, that notwithstanding private party.
(c) Notwithstanding anything herein to the contrary in this Agreement, neither Synacor nor Qumu nor Parent, Purchaser and their respective Affiliates shall not be required to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any assets of Parent, Purchaser, the Company or any of their respective Subsidiaries shall be required Affiliates, (B) limit Parent or Purchaser’s freedom of action with respect to, or its ability to effect consolidate and control, the Company or commit to any of the foregoingits assets or businesses or any of Parent’s, Purchaser’s or their respective Affiliates’ other assets or businesses or (C) limit Parent’s or Purchaser’s ability to acquire or hold, or required exercise full rights of ownership with respect to, the Interests, in each case to effect the extent such actions would reasonably be expected to materially and adversely affect the value of the Company or commit to any other actions, if doing so would have a material adverse effect on the business, operations, financial condition or results of operations of Synacor Parent and its SubsidiariesSubsidiaries (each such action, taken as a whole, following the Merger“Burdensome Action”).
Appears in 1 contract
Regulatory Filings and Clearances. (ai) Without limiting the generality of the provisions of Section 7.1(a) and to the extent required by applicable Legal Requirements, as soon as practicable (but in any event no more than thirty (30) days) following the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter)Agreement, each of Synacor comScore and Qumu Rentrak shall file with any applicable competition or merger control authorities the FTC and the Antitrust Division of any jurisdiction an applicable notification or other filing or report the DOJ a Notification and Report Form relating to this Agreement, the Merger and the other transactions contemplated hereby as required by applicable the HSR Act, and each of comScore and/or Rentrak shall file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that may be required by the merger notification or control laws and regulations (“Antitrust Laws”) of any foreign jurisdiction in which comScore or Rentrak have business or operations or in which comScore and Rentrak mutually agree to make such filing. Each of Synacor comScore and Qumu Rentrak shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or requested by any applicable the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and that Synacor comScore and Qumu Rentrak reasonably deem necessary and/or appropriate.
(bj) Each of Synacor comScore and Qumu Rentrak shall (i) promptly inform the other party hereto of any communication from any Governmental Authority regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor comScore and its Subsidiaries or Qumu Rentrak and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental Authority, gives the other party hereto an opportunity to attend or participate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communicationsAgreement; provided, however, that (Ai) any materials concerning valuation of the transaction or internal financial information may be redacted, and (Bii) each of Synacor comScore and Qumu Rentrak may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 as “counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counsel.
(ck) If either Synacor comScore or Qumu Rentrak or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.
(dl) In furtherance and not in limitation of the covenants of the parties contained in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violative of any Legal Requirement or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by a Governmental Authority Entity which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, each of Synacor comScore and Qumu Rentrak shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) 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 Synacor comScore and Qumu Rentrak or their respective Subsidiaries, and (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, and (iii) the imposition of any limitation or regulation on the ability of Synacor comScore and Qumu Rentrak or their respective Subsidiaries to freely conduct their business or own such assets; provided, howeverprovided however that nothing in this Section 7.2(d) requires comScore or Rentrak to agree to or effectuate any sale, that notwithstanding anything to divestiture, license or other disposition or holding separate of any assets or categories of assets if such an action would materially affect comScore’s or Rentrak’s respective business. Notwithstanding the contrary in foregoing or any other provision of this Agreement, neither Synacor nor Qumu nor Rentrak shall not, without comScore’s prior written consent, and comScore and Merger Sub shall not, without Rentrak’s prior written consent, (i) commit to any material sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of comScore and Rentrak or their respective Subsidiaries shall be required to effect or commit (ii) agree to any material restriction on its business or the imposition of the foregoing, any material limitation or required to effect or commit to any other actions, if doing so would have a material adverse effect regulation on the business, operations, financial condition ability of comScore and Rentrak or results of operations of Synacor and its Subsidiaries, taken as a whole, following the Mergertheir respective Subsidiaries to freely conduct their business or own such assets.
Appears in 1 contract
Samples: Merger Agreement (Comscore, Inc.)
Regulatory Filings and Clearances. (a) Without limiting the generality of the provisions of Section 7.1(a) and to the extent required by applicable Legal Requirements, as soon as practicable following the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter), each of Synacor Cloudera and Qumu Hortonworks shall file with any applicable competition or merger control authorities the FTC and the Antitrust Division of any jurisdiction an applicable notification or other filing or report the DOJ a Notification and Report Form relating to this Agreement, the Merger and the other transactions contemplated hereby as required by applicable Antitrust Lawsthe HSR Act. Each of Synacor Cloudera and Qumu Hortonworks shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or requested by any applicable the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and that Synacor Cloudera and Qumu Hortonworks reasonably deem necessary and/or appropriate.
(b) Each of Synacor Cloudera and Qumu Hortonworks shall (i) promptly inform the other party hereto of any communication from any Governmental Authority regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor Cloudera and its Subsidiaries or Qumu Hortonworks and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental Authority, gives the other party hereto an opportunity to attend or participate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communicationsAgreement; provided, however, that (Ai) any materials concerning valuation of the transaction or internal financial information may be Table of Contents redacted, and (Bii) each of Synacor Cloudera and Qumu Hortonworks may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 as “counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counsel.
(c) If either Synacor Cloudera or Qumu Hortonworks or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.
(d) In furtherance and not in limitation of the covenants of the parties contained in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violative of any Legal Requirement or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by a Governmental Authority Entity which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, each of Synacor Cloudera and Qumu Hortonworks shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) 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 Synacor Cloudera and Qumu Hortonworks or their respective Subsidiaries, (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, and (iii) the imposition of any limitation or regulation on the ability of Synacor Cloudera and Qumu Hortonworks or their respective Subsidiaries to freely conduct their business or own such assets; provided, however, that notwithstanding anything to the contrary in this Agreement, neither Synacor Cloudera nor Qumu Hortonworks nor any of their respective Subsidiaries shall be required to effect or commit to any of the foregoing, or required to effect or commit to any other actions, if doing so would have a material adverse effect on the business, operations, financial condition or results of operations of Synacor Cloudera and its Subsidiaries, taken as a whole, following the Merger.
Appears in 1 contract
Samples: Merger Agreement (Hortonworks, Inc.)
Regulatory Filings and Clearances. (a) Without limiting the generality of the provisions of Section 7.1(a) and to the extent required by applicable Legal Requirements, as soon as practicable following the execution and delivery of this Agreement (and in any event within ten (10) business days thereafter), each of Synacor Cloudera and Qumu Hortonworks shall file with any applicable competition or merger control authorities the FTC and the Antitrust Division of any jurisdiction an applicable notification or other filing or report the DOJ a Notification and Report Form relating to this Agreement, the Merger and the other transactions contemplated hereby as required by applicable Antitrust Lawsthe HSR Act. Each of Synacor Cloudera and Qumu Hortonworks shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or requested by any applicable the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and that Synacor Cloudera and Qumu Hortonworks reasonably deem necessary and/or appropriate.
(b) Each of Synacor Cloudera and Qumu Hortonworks shall (i) promptly inform the other party hereto of any communication from any Governmental Authority regarding the Merger or any other transactions contemplated by this Agreement, (ii) if practicable, permit the other party hereto an opportunity to review in advance all the information relating to Synacor Cloudera and its Subsidiaries or Qumu Hortonworks and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, and incorporate the other party’s reasonable comments thereto, (iii) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement, the Merger or any other transactions contemplated hereby unless such party consults with the other party hereto in advance, and, to the extent permitted by such Governmental Authority, gives the other party hereto an opportunity to attend or participate in such meeting or discussion, and (iv) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement, the Merger and all other transactions contemplated by this Agreement or, to the extent not written, provide a written summary of any oral communicationsAgreement; provided, however, that (Ai) any materials concerning valuation of the transaction or internal financial information may be redacted, and (Bii) each of Synacor Cloudera and Qumu Hortonworks may, as each deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.2 as “counsel only” and, in such event, such material and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the recipient unless prior consent is obtained in advance from the source of the materials or its legal counsel.
(c) If either Synacor Cloudera or Qumu Hortonworks or either of their respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger or any other transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.
(d) In furtherance and not in limitation of the covenants of the parties contained in Section 7.1 and Section 7.2, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violative of any Legal Requirement or Order, or if any Legal Requirement or Order is enacted, entered, promulgated or enforced by a Governmental Authority Entity which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, each of Synacor Cloudera and Qumu Hortonworks shall cooperate in all respects with each other and use its respective reasonable best efforts to contest such action or proceeding and have vacated or otherwise lifted any such Legal Requirement or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) 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 Synacor Cloudera and Qumu Hortonworks or their respective Subsidiaries, (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, or the provision of any software as Open Source Software, and (iii) the imposition of any limitation or regulation on the ability of Synacor Cloudera and Qumu Hortonworks or their respective Subsidiaries to freely conduct their business or own such assets; provided, however, that notwithstanding anything to the contrary in this Agreement, neither Synacor Cloudera nor Qumu Hortonworks nor any of their respective Subsidiaries shall be required to effect or commit to any of the foregoing, or required to effect or commit to any other actions, if doing so would have a material adverse effect on the business, operations, financial condition or results of operations of Synacor Cloudera and its Subsidiaries, taken as a whole, following the Merger.
Appears in 1 contract
Samples: Merger Agreement (Cloudera, Inc.)
