Common use of Regulatory Filings Commercially Reasonable Efforts Clause in Contracts

Regulatory Filings Commercially Reasonable Efforts. 7.1.1 As soon as reasonably practicable following the execution of this Agreement, the Company, on the one hand, and Acquiror Company and SRAX, on the other hand, each shall file with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) Notification and Report Forms relating to the transactions contemplated hereby as required by the HSR Act. The Company, on the one hand, and Acquiror Company and SRAX, on the other hand, each shall promptly (i) supply the other party with any information which may be required in order to effectuate such filing and (ii) supply any additional information which reasonably may be required by the FTC or the DOJ in connection with such filing. Each of the Company, on the one hand, and Acquiror Company and SRAX, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC or the DOJ in connection with any filing made pursuant hereto and (ii) any request by any officials of the FTC or the DOJ for amendments or supplements to any filing made pursuant to, or information provided to comply with, the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 7.1.1, the Company, on the one hand, and Acquiror Company and SRAX, on the other hand, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing such amendment or supplement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties’ counsel in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with any Proceeding under or relating to the HSR Act. The parties may designate any such documents “outside counsel only” and if so designated, such documents may not be disclosed to the other party.

Regulatory Filings Commercially Reasonable Efforts. 7.1.1 (a) As soon as reasonably practicable following the execution of this Agreement, the Company, on the one hand, and Acquiror Company Parent and SRAXMerger Sub, on the other hand, each shall file with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) Notification and Report Forms relating to the transactions contemplated hereby Transactions as required by the HSR ActAct and will use commercially reasonable efforts to obtain an early termination of any applicable waiting period thereunder; provided, however, that the parties shall not be required to file such Notification and Report Forms until the second business day after the Go-Shop Period End Date unless the Company, acting through the Special Committee if then in existence or otherwise by resolution of a majority of its Disinterested Directors, shall elect otherwise and notify Parent at least 10 days prior to filing. The Company, on the one hand, and Acquiror Company Parent and SRAXMerger Sub, on the other hand, each shall promptly (i) supply the other party with any information which may be required in order to effectuate such filing and (ii) supply any additional information which reasonably may be required by the FTC or the DOJ in connection with such filing. Each of the Company, on the one hand, and Acquiror Company Parent and SRAXMerger Sub, on the other hand, will shall notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC or the DOJ in connection with any filing made pursuant hereto and (ii) any request by any officials of the FTC or the DOJ for amendments or supplements to any filing made pursuant to, or information provided to comply with, the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 7.1.17.05(a), the Company, on the one hand, and Acquiror Company Parent and SRAXMerger Sub, on the other hand, as the case may be, will shall promptly inform the other party of such occurrence and cooperate in filing such amendment or supplement. The parties hereto will shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties’ counsel in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with any Proceeding Action under or relating to the HSR Act. The parties may designate any such documents “outside counsel only” and if so designated, such documents may not be disclosed to the other party. Notwithstanding anything to the contrary contained in the foregoing, in no event shall Parent, any member of Parent or any of their respective Affiliates be required to divest any stock, partnership, membership or other ownership interest in any entity, or agree to undertake any divestiture or restrict its conduct in any respect with regard to any business, in order to satisfy the condition set forth in Section 8.01(b).

Regulatory Filings Commercially Reasonable Efforts. 7.1.1 (a) As soon as reasonably practicable following the execution of this Agreement, the Company, on the one hand, and Acquiror Company Parent and SRAXMerger Sub, on the other hand, each shall file with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) Notification and Report Forms relating to the transactions contemplated hereby Transactions as required by the HSR ActAct and will use commercially reasonable efforts to obtain an early termination of any applicable waiting period thereunder; provided, however, that the Table of Contents parties shall not be required to file such Notification and Report Forms until the second business day after the Go-Shop Period End Date unless Parent shall elect otherwise and notify the Company at least 10 days prior to filing. The Company, on the one hand, and Acquiror Company Parent and SRAXMerger Sub, on the other hand, each shall promptly (i) supply the other party with any information which may be required in order to effectuate such filing and (ii) supply any additional information which reasonably may be required by the FTC or the DOJ in connection with such filing. Each of the Company, on the one hand, and Acquiror Company Parent and SRAXMerger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC or the DOJ in connection with any filing made pursuant hereto and (ii) any request by any officials of the FTC or the DOJ for amendments or supplements to any filing made pursuant to, or information provided to comply with, the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 7.1.17.05(a), the Company, on the one hand, and Acquiror Company Parent and SRAXMerger Sub, on the other hand, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing such amendment or supplement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties’ counsel in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with any Proceeding Action under or relating to the HSR Act. The parties may designate any such documents “outside counsel only” and if so designated, such documents may not be disclosed to the other party.

Regulatory Filings Commercially Reasonable Efforts. 7.1.1 As soon as reasonably practicable practicable, and in any event within fifteen (15) days, following the execution of this Agreement, the Company, on the one hand, Parents and Acquiror Company and SRAX, on the other hand, Merger Sub each shall file with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) Notification and Report Forms relating to the transactions contemplated hereby herein as required by the HSR ActAct and shall make any other filings as may be required by any other Antitrust Law, and, in each case, will use commercially reasonable efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Acquiror Company the Parents and SRAXMerger Sub, on the other hand, each shall promptly (i) supply the other party with any information which may be required in order to effectuate such filing filings and (ii) supply any additional information which reasonably may be required by the FTC or the DOJ or any other Governmental Authority in connection with such filingfilings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Acquiror Company the Parents and SRAXMerger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC or FTC, the DOJ or any other Governmental Authority in connection with any filing filings made pursuant hereto and (ii) any request by any officials of the FTC or FTC, the DOJ or any other Governmental Authority for amendments or supplements to any filing filings made pursuant to, or information provided to comply in all material respects with, any Laws, including the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 7.1.15.2, the Company, on the one hand, and Acquiror Company and SRAXor the Parents or Merger Sub, on the other hand, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. The parties hereto will consult Parents shall pay all filing and cooperate similar fees and related expenses payable in connection with the filings and related efforts required pursuant to this Section 5.2 relating to the HSR Act or any other Antitrust Law. Each of the Company, on the one anotherhand, and consider in good faith the views Parents and Merger Sub, on the other hand, shall give the other party prompt notice of one another, in connection with, and provide the commencement or known threat of commencement of any proceeding by or before any Governmental Authority with respect to the Merger or any of the other parties’ counsel in advancetransactions contemplated by this Agreement, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf keep the other party informed as to the status of any party hereto such proceeding or threat and use commercially reasonable efforts to contest, resist or resolve such proceeding and, in connection with any Proceeding under such proceeding, each of the Company, on the one hand, and the Parents and Merger Sub, on the other hand, will permit authorized representatives of the other party to have access to and be consulted in connection with any document, opinion or relating proposal made or submitted to the HSR Act. The parties may designate any Governmental Authority in connection with any such documents “outside counsel only” proceeding. Upon the terms and conditions set forth herein, and subject to Sections 4.3 and 8.1, each of the parties shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, necessary, proper or advisable to make effective promptly as practicable, but in no event later than the End Date, the Merger and other transactions contemplated hereby in accordance with the terms hereof, including obtaining HSR clearance and all necessary actions or nonactions, waivers, consents, approvals or authorizations from Governmental Authorities. Except as would reasonably be expected to have a material adverse effect on the Parents and their Subsidiaries, taken as a whole, the Parents shall propose, negotiate, offer to commit and effect (and if so designatedsuch offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such documents may not be disclosed assets or businesses of the Parents or, effective as of the Effective Time, the Surviving Corporation, or their respective Subsidiaries, or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the other partyoffer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Parents, the Surviving Corporation or their respective Subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any order issued pursuant to any Antitrust Law, which would have the effect of preventing or delaying the Effective Time beyond the End Date.