Common use of Regulatory Filings; Efforts Clause in Contracts

Regulatory Filings; Efforts. (a)Buyer and, where applicable, Seller shall make or cause to be made all filings required pursuant to the HSR Act and the rules and regulations thereunder and other Antitrust Laws of the jurisdictions set forth in Section 5.3 of the Seller Disclosure Schedule with respect to the Contemplated Transactions as soon as reasonably practicable (and in any event no later than twenty (20) Business Days from the date hereof). Buyer and Seller each shall (i) promptly supply the other party with any information which may be required in order to effectuate such filings, (ii) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”), or by any other Governmental Authority, and (iii) agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other party not to be unreasonably withheld or delayed. Buyer and Seller each shall (w) promptly notify the other party of any material communication between that party and the FTC, the DOJ or any other Governmental Authority; (x) consult with the other party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, the DOJ, or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate thereat; (y) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any proposed filing or communication to the FTC, the DOJ, or any other Governmental Authority concerning the Contemplated Transactions or relating to any investigation, inquiry or other proceeding in connection with the Contemplated Transactions; and (z) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between them and their Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to the Contemplated Transactions. Without limiting the provisions of Section 5.3(b) and upon the terms and conditions set forth herein, each of the parties shall use reasonable best 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 as promptly as practicable, but in no event later than the End Date, the Contemplated Transactions, including obtaining HSR clearance and approvals, if any, from the Governmental Authorities set forth in Section 5.3 of the Seller Disclosure Schedule.

Regulatory Filings; Efforts. (a)Buyer and, where applicable, Seller shall make or cause to be made all filings required a) As soon as reasonably practicable following the date hereof (and in any event no later than fourteen (14) days after the date of this Agreement) and pursuant to the applicable requirements of the HSR Act and the rules and regulations thereunder thereunder, Holdings and other Seller shall cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Laws Division of the jurisdictions set forth in Section 5.3 United States Department of the Seller Disclosure Schedule with respect Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions as soon as reasonably practicable (and in any event no later than twenty (20) Business Days from the date hereof)Transactions. Buyer Holdings and Seller each shall (i) promptly supply the other party with any information which may be required in order to effectuate such filings, filings and (ii) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission (“FTC”), FTC or the Antitrust Division DOJ for additional information or documentation. Each of the United States Department of Justice (“DOJ”), or by any other Governmental Authority, and (iii) agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other party not to be unreasonably withheld or delayed. Buyer Holdings and Seller each shall (wx) promptly notify the other party of any material communication between that party and the FTC, FTC or the DOJ or and, subject to applicable Law, discuss with and permit the other party to review in advance any other Governmental Authorityproposed written communication to any of the foregoing; (xy) consult with the other party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, the DOJ, or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Government Authority, give the other party the opportunity to attend and participate thereat; (y) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any proposed filing or communication to the FTC, the DOJ, or any other Governmental Authority concerning the Contemplated Transactions or relating to any investigation, inquiry or other proceeding in connection with the Contemplated Transactions; and (z) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between them and them, their Affiliates and their respective representatives representatives, on the one hand, and any Governmental Authority or members of their respective staffs staffs, on the other hand, with respect to the Contemplated Transactions. Without limiting the provisions of Subject to Section 5.3(b6.3(b) and upon the terms and conditions set forth herein, each of the parties shall use reasonable best 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 as promptly as practicable, but in no event later than the End Date, the Contemplated Transactions, including obtaining HSR clearance and approvals, if any, from the Governmental Authorities set forth Authorities. All representations, warranties, statements or other communications, whether express or implied, to be made by Holdings to any Governmental Authority in Section 5.3 of connection with any Governmental Consents shall be true and correct. Holdings shall have the right to devise and implement the strategy for obtaining any necessary clearance or approval, for responding to any request, inquiry, or investigation, for defending any lawsuit challenging the Agreement or the Contemplated Transactions, and for leading all meetings and communications with any Governmental Authority that has authority to enforce the HSR Act; provided, however, that Holdings shall consult with the Seller Disclosure Scheduleand consider in good faith views expressed by the Seller and its advisors concerning the foregoing.

Regulatory Filings; Efforts. (a)Buyer a) Buyer and, where applicable, Seller shall make or cause to be made all filings required pursuant to the HSR Act and the rules and regulations thereunder and other Antitrust Laws of the jurisdictions set forth in Section 5.3 of the Seller Disclosure Schedule with respect to the Contemplated Transactions as soon as reasonably practicable (and in any event no later than twenty (20) Business Days from the date hereof). Buyer and Seller each shall (i) promptly supply the other party with any information which may be required in order to effectuate such filings, (ii) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”), or by any other Governmental Authority, and (iii) agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other party not to be unreasonably withheld or delayed. Buyer and Seller each shall (w) promptly notify the other party of any material communication between that party and the FTC, the DOJ or any other Governmental Authority; (x) consult with the other party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, the DOJ, or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate thereat; (y) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any proposed filing or communication to the FTC, the DOJ, or any other Governmental Authority concerning the Contemplated Transactions or relating to any investigation, inquiry or other proceeding in connection with the Contemplated Transactions; and (z) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between them and their Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to the Contemplated Transactions. Without limiting the provisions of Section 5.3(b) and upon the terms and conditions set forth herein, each of the parties shall use reasonable best 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 as promptly as practicable, but in no event later than the End Date, the Contemplated Transactions, including obtaining HSR clearance and approvals, if any, from the Governmental Authorities set forth in Section 5.3 of the Seller Disclosure Schedule.

Regulatory Filings; Efforts. (a)Buyer and, where applicable, Seller shall make or cause to be made all filings required a) As soon as reasonably practicable following the date of this Agreement (and in any event no later than thirty (30) days after the date of this Agreement) and pursuant to the applicable requirements of the HSR Act and the rules and regulations thereunder and other Antitrust Laws of thereunder, the jurisdictions set forth in Section 5.3 of the Seller Disclosure Schedule parties shall cause to be filed with respect to the Contemplated Transactions as soon as reasonably practicable (and in any event no later than twenty (20) Business Days from the date hereof). Buyer and Seller each shall (i) promptly supply the other party with any information which may be required in order to effectuate such filings, (ii) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission (“FTC”), ) and the Antitrust Division of the United States Department of Justice (“DOJ”), or by any other Governmental Authority) Notification and Report Forms relating to the Contemplated Transactions, and such filings shall request early termination of any applicable waiting period under the HSR Act. Buyer and Seller each shall (iiii) agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other party not to be unreasonably withheld withheld, conditioned or delayed, (ii) subject to applicable Law, promptly supply the other party with any information which may be required in order to effectuate such filings and applications and (iii) respond as promptly as reasonably practicable to any inquiries received from the FTC or DOJ for additional information or documentation. Each of Buyer and Seller each shall keep one another informed of the status of their obligations set forth in this Section 5.3, including by (wx) promptly notify notifying the other party of any material or substantive communication between that party and the FTCFTC or DOJ and, subject to applicable Law, discussing with and permitting the DOJ or other party (and its counsel) to review in advance, and considering in good faith the other party’s reasonable comments in connection with, any other Governmental Authorityproposed written communication to any of the foregoing; (xy) consult consulting with the other party, to the extent reasonably practicable, in advance of participating in any substantive meeting meeting, discussion or discussion communication with the FTC, the DOJ, FTC or DOJ or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give giving the other party the opportunity to attend and participate thereat; (y) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any proposed filing or communication to the FTC, the DOJ, or any other Governmental Authority concerning the Contemplated Transactions or relating to any investigation, inquiry or other proceeding in connection with the Contemplated Transactions; and (z) to the extent practicable and subject to applicable Law, furnish furnishing the other party with copies of all written correspondence and communications between them and their Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to the Contemplated Transactions. Without limiting the provisions of Section 5.3(b) and upon the terms and conditions set forth herein, each of the parties shall use reasonable best 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 as promptly as practicable, but in no event later than the End Date, the Contemplated Transactions, including obtaining HSR clearance and approvals, if any, from the Governmental Authorities set forth in Section 5.3 of the Seller Disclosure Schedule.

Regulatory Filings; Efforts. (a)Buyer and, where applicable, Seller shall make or cause to be made all filings required pursuant to the HSR Act a) The Company and the rules and regulations thereunder and other Antitrust Laws of the jurisdictions set forth in Section 5.3 of the Seller Disclosure Schedule with respect Parent shall use reasonable best efforts to the Contemplated Transactions as soon as reasonably practicable (and in any event no later than twenty (20) Business Days from the date hereof). Buyer and Seller each shall (i) promptly supply the other party file with any information which may be required in order to effectuate such filings, (ii) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission (“FTC”), the Antitrust Division of and the United States Department of Justice the notification and report form required by the HSR Act for the Merger contemplated hereby within fifteen (“DOJ”)15) Business Days of the date hereof or such later date as may be agreed by the parties and to provide any additional or supplemental information and documentary material requested in connection therewith pursuant to the HSR Act, or by (ii) with respect to any other Governmental AuthorityBody, promptly make any other filings or reports, and submit any information and documentation required for the Merger contemplated hereby, pursuant to any Other Antitrust Regulations, (iii) agree not subject to extend any Section 10.02(c) and 10.02(d), cause the expiration or termination of the applicable waiting period periods under the HSR Act or enter into Other Antitrust Regulations, as applicable, as soon as practicable after the date hereof, and (iv) subject to Section 10.02(c) and 10.02(d), avoid any agreement with any Governmental Authority not impediment to consummate the Contemplated Transactions, except with the prior written consent consummation of the other party Merger under any applicable Laws (including the HSR Act and Other Antitrust Regulations) which would cause the conditions set forth in Sections 4.03(b) and 4.03(c) not to be unreasonably withheld or delayed. Buyer and Seller each shall satisfied as of the Closing, including using reasonably best efforts to take all such action as may reasonably be necessary to resolve such objections (wif any) promptly notify the other party of any material communication between that party and the FTC, the DOJ or any other Governmental Authority; (x) consult with the other party, to the extent practicable, in advance of participating in any substantive meeting or discussion with as the FTC, the DOJ, or any other Governmental Authority Body or Person may assert under any applicable Laws (including the HSR Act and Other Antitrust Regulations) with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, Merger which would cause the conditions set forth in Sections 4.03(b) and 4.03(c) not to be satisfied as of the extent permitted by Closing. Each of the Company and the Parent shall furnish to each other’s counsel such Governmental Authority, give necessary information and reasonable assistance as the other party the opportunity to attend and participate thereat; (y) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments may request in connection with, with its preparation of any proposed filing or communication to submission that is necessary under the FTC, HSR Act and any Other Antitrust Regulations. The Parent shall be responsible for the DOJ, or any other Governmental Authority concerning the Contemplated Transactions or relating to any investigation, inquiry or other proceeding filing fees payable in connection with the Contemplated Transactions; and (z) to filings described in the extent practicable and subject to applicable Law, furnish the other party with copies first sentence of all written correspondence and communications between them and their Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to the Contemplated Transactions. Without limiting the provisions of this Section 5.3(b) and upon the terms and conditions set forth herein, each of the parties shall use reasonable best 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 as promptly as practicable, but in no event later than the End Date, the Contemplated Transactions, including obtaining HSR clearance and approvals, if any, from the Governmental Authorities set forth in Section 5.3 of the Seller Disclosure Schedule10.02.

Regulatory Filings; Efforts. (a)Buyer and, where applicable, Seller shall make or cause to be made all filings required a) As soon as reasonably practicable following the date hereof (and in any event no later than seven (7) days of the date hereof) and pursuant to the applicable requirements of the HSR Act and the rules and regulations thereunder thereunder, Buyer and other Seller shall cause to be filed with the United States Federal Trade Commission (“FTC”) and the Antitrust Laws Division of the jurisdictions set forth in Section 5.3 United States Department of the Seller Disclosure Schedule with respect Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions as soon as reasonably practicable (and in any event no later than twenty (20) Business Days from the date hereof)Transactions. Buyer and Seller each shall (i) promptly supply the other party with any information which may be required in order to effectuate such filings, filings and (ii) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission (“FTC”), FTC or the Antitrust Division DOJ for additional information or documentation. Each of the United States Department of Justice (“DOJ”), or by any other Governmental Authority, and (iii) agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other party not to be unreasonably withheld or delayed. Buyer and Seller each shall (wx) promptly notify the other party of any material communication between that party and the FTC, FTC or the DOJ or and, subject to applicable Law, discuss with and permit the other party to review in advance any other Governmental Authorityproposed written communication to any of the foregoing; (xy) consult with the other party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, the DOJ, or any other Governmental Authority with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Government Authority, give the other party the opportunity to attend and participate thereat; (y) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any proposed filing or communication to the FTC, the DOJ, or any other Governmental Authority concerning the Contemplated Transactions or relating to any investigation, inquiry or other proceeding in connection with the Contemplated Transactions; and (z) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between them and them, their Affiliates and their respective representatives representatives, on the one hand, and any Governmental Authority or members of their respective staffs staffs, on the other hand, with respect to the Contemplated Transactions. Without limiting the provisions of Subject to Section 5.3(b6.3(b) and upon the terms and conditions set forth herein, each of the parties shall use reasonable best 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 as promptly as practicable, but in no event later than the End Date, the Contemplated Transactions, including obtaining HSR clearance and approvals, if any, from the Governmental Authorities set forth in Section 5.3 6.3 of the Seller Company Disclosure Schedule. All representations, warranties, statements or other communications, whether express or implied, to be made by Buyer to any Governmental Authority in connection with any Governmental Consents shall be true and correct.

Regulatory Filings; Efforts. (a)Buyer anda) As soon as reasonably practicable following the date hereof and pursuant to the applicable requirements of Law, where applicablethe Parties shall use their commercially reasonable efforts to take, Seller shall make or cause to be made taken, all filings actions and do, or cause to be done all things necessary, proper or advisable under applicable Law to obtain all necessary waivers, consents, approvals, permits, authorizations or Orders (including the expirations of any waiting periods) from the Governmental Authorities required pursuant to the HSR Act and the rules and regulations thereunder and other Antitrust Laws of the jurisdictions set forth in Section 5.3 of the Seller Disclosure Schedule with respect to consummate the Contemplated Transactions as soon as reasonably practicable (and in any event no later than twenty (20) Business Days from the date hereof)Transactions. Buyer and Seller Atmel each shall (i) promptly supply the other party Party with any information and documents which may be required in order to effectuate such filingsany filings with the Governmental Authorities listed in Section 12.3(a) of the Atmel or Buyer Disclosure Schedule, as the case may be, concerning the Contemplated Transactions and (ii) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission (“FTC”), the Antitrust Division such Governmental Authorities for additional information or documentation. Each of the United States Department of Justice (“DOJ”), or by any other Governmental Authority, and (iii) agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other party not to be unreasonably withheld or delayed. Buyer and Seller each Atmel shall (wx) promptly notify the other party Party of any material communication between that party Party and any Governmental Authority concerning the FTC, the DOJ or any other Governmental AuthorityContemplated Transactions; (xy) consult with the other partyParty, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTCGovernmental Authorities and its representatives, the DOJ, or any other Governmental Authority attorney and advisors with respect to any filings, investigation or inquiry concerning the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give the other party Party the opportunity to attend and participate thereat; (y) subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable comments in connection with, any proposed filing or communication to the FTC, the DOJ, or any other Governmental Authority concerning the Contemplated Transactions or relating to any investigation, inquiry or other proceeding in connection with the Contemplated Transactions; and (z) to the extent practicable and subject to applicable Law, furnish the other party Party with copies of all filings, reports, written correspondence and communications between them and their Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to the Contemplated Transactions. Without limiting the provisions of Section 5.3(b) and upon the terms and conditions set forth herein, each of the parties shall use reasonable best 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 as promptly as practicable, but in no event later than the End Date, the Contemplated Transactions, including obtaining HSR clearance and approvals, if any, from the Governmental Authorities set forth in Section 5.3 of the Seller Disclosure Schedule.Contemplated