Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10) days, following the execution of this Agreement, the Company, Parent and 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 herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and conditions set forth herein, and subject to Sections 4.3 and 8.1, 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 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. Neither Parent nor its Affiliates shall be required to sell, divest, hold separate, otherwise dispose of or license any of its businesses, product lines or assets or to conduct their business in a specified manner. Parent shall not be required to sell, divest, hold separate, otherwise dispose of or license any of the Company’s or any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner that would have a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smith & Wollensky Restaurant Group Inc), Agreement and Plan of Merger (Smith & Wollensky Restaurant Group Inc)
Regulatory Filings Reasonable Best Efforts. (a) As soon as reasonably practicablepossible, and in any event within ten five (105) daysBusiness Days after the date hereof, following each of Parent and the execution Company shall make or cause to be made all filings and submissions required to be made by such Party under the HSR Act. Parent shall use best efforts to take or cause to be taken all actions and do or cause to be done all things that are necessary, proper or advisable to obtain all consents and approvals required by such filings and submissions and the Company shall cooperate with Parent and use its commercially reasonable efforts to obtain all such consents and approvals until such time, if applicable, the Company receives a request for additional information and documentary material under 16 CFR 803.20(c)(1) and makes an election to withdraw any filing made under the HSR Act. The “best efforts” of Parent for purposes of this Agreement, the Company, Parent Section 5.05 shall include Parent’s agreement to hold separate and Merger Sub each shall file with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division divest or license such portion of the U.S. Department business, or such businesses, products and/or assets, of Justice (the “DOJ”) Notification and Report Forms relating Company or its Subsidiaries, or give any other commitment, as may be necessary to obtain the agreement of any Governmental Authority not to seek an injunction against or otherwise oppose the transactions contemplated herein as required by the HSR Act and shall make any other filings hereby, on such terms as may be required by any other Antitrust Lawsuch Governmental Authority; provided that, and in each case, will use none of Parent or its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger Sub, on the other hand, each Affiliates shall promptly (i) supply the other party with any information which may be required in order to effectuate such filings and (ii) supply agree to any additional information which reasonably may be required by the FTC or the DOJ divestiture, restriction or any other Governmental Authority in connection with agreement to the extent that such filings and which divestiture, restriction or other agreement would materially prevent or materially reduce Parent’s ability to realize the parties may economic benefit or value that Parent reasonably deem appropriate. Each expects to realize from the acquisition of the Company, businesses of the Company and its Subsidiaries or take any action that would otherwise have a material adverse effect on the one hand, and Parent and Merger Sub, on the Company’s or Parent’s respective businesses. If suit or other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ action is threatened or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request instituted by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of the commencement or known threat of commencement of any proceeding by or before any Governmental Authority with respect or other Person challenging the validity or legality of, or seeking to restrain the Merger or any of consummation of, the other transactions contemplated by this Agreement, keep the other party informed as Parent shall, subject to the status of any such proceeding or threat and foregoing sentence, use its reasonable best efforts to contestavoid, resist resist, resolve or, if necessary, defend such suit or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, action. Parent shall pay all filing fees and Parent other out-of-pocket 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 proposal made or submitted documented charges payable to any Governmental Authority in connection with any such proceedingAuthorities for the filings and submissions by the Parties and their respective Affiliates required under the HSR Act, the costs of instructing local counsel, applicable to the Parties for the consummation of the transactions contemplated herein. Upon Prior to the terms and conditions set forth hereinClosing, Parent shall not, and subject shall cause its Affiliates not to, undertake, agree to Sections 4.3 and 8.1undertake, each of make any filings under the parties shall use reasonable best efforts to takeHSR Act related to, or cause consummate any other transaction that would reasonably be expected to be takenprevent, all actions and to domaterially delay, or cause to be done, and to assist and cooperate with negatively impact in any material respect the other parties in doing, all things, necessary, proper filings or advisable to make effective as promptly as practicable, but in no event later than approvals required under 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. Neither Parent nor its Affiliates shall be required to sell, divest, hold separate, otherwise dispose of or license any of its businesses, product lines or assets or to conduct their business in a specified manner. Parent shall not be required to sell, divest, hold separate, otherwise dispose of or license any of the Company’s or any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner that would have a Material Adverse EffectAct.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SPX Technologies, Inc.)
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10a) days, following the execution of this Agreement, the Company, Parent and 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 herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and subject to the conditions set forth herein, and subject to Sections 4.3 and 8.1, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable to consummate and make effective effective, as promptly as practicable, but in no event later than the End Date, the Merger and the other transactions contemplated hereby in accordance with the terms hereof, including (i) the obtaining HSR clearance of all necessary approvals under any applicable Health Care Laws required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals or and authorizations from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (iii) the obtaining of all necessary waivers, consents, approvals and authorizations from Third Parties and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof and to fully carry out the purposes of this Agreement. Neither Notwithstanding anything to the contrary contained in this Section 6.6(a) (except for the proviso in this sentence), neither Parent nor any of its Affiliates Subsidiaries shall be required to (A) sell, divest, hold separate, otherwise dispose of or license any of its businesses, product lines their or assets or to conduct their business in a specified manner. Parent shall not be required to sell, divest, hold separate, otherwise dispose of or license any of the Company’s or any Company Subsidiaryof its Subsidiaries’ respective businesses, product lines or assets, (B) conduct their or the Company’s or any of its Subsidiaries’ respective businesses or assets or to conduct its business in a specific specified manner that or (C) agree to take any of the actions set forth in clause (A) or (B), or agree to take any other action or agree to any limitation that, in the case of clause (A), (B) or (C), would have a (I) Material Adverse Effect (reading out the “would reasonably be likely to be” language of such defined term) on either the Company or Parent (it being agreed that in the case of measuring the effect on Parent in this clause (I), “Material Adverse Effect” shall be the level of, and shall be measured as to, what would have a “Material Adverse Effect” on the Company and not the level or measure of what would have a “Material Adverse Effect” on Parent), or (II) material adverse effect on the benefits, taken as a whole, Parent reasonably expected to derive from the transactions contemplated hereby, including the Merger (such Material Adverse Effect on either the Company or Parent or such material adverse effect on such benefits, a “Regulatory Material Adverse Effect”); provided, however, that Parent understands and agrees that it will, and will cause its Subsidiaries to, take or commit to take any of the foregoing actions so long as, or to the extent, any such action would not have such a Regulatory Material Adverse Effect, in each case as a condition to obtaining any and all approvals from any Governmental Authority for any reason in order to consummate and make effective, as promptly as practicable, but in no event later than the End Date, the Merger and the other transactions contemplated hereby, including taking any and all actions (so long as, or to the extent, any such actions would not have a Regulatory Material Adverse Effect) necessary in order to ensure that (x) no requirement for non-action, a waiver, consent, approval or authorization of the United States Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“Antitrust Division”), any authority enforcing applicable Health Care Laws, any State Attorney General or any other Governmental Authority, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding and (z) no other matter relating to any antitrust or competition Law or relating to any Health Care Law or other Laws, would preclude consummation of the Merger by the End Date. The Company shall agree if, but solely if, requested by Parent in writing to divest, hold separate or otherwise take or commit to take any action with respect to the businesses, services or assets of the Company or any of its Subsidiaries in furtherance of this Section 6.6(a); provided, however, that any such action may be conditioned upon the consummation of the Merger and other transactions contemplated hereby. In addition, upon the terms and subject to the conditions herein provided and subject to the fiduciary duties of the Board of Directors of the Company and its other obligations under applicable Law, none of the parties hereto shall knowingly take or cause to be taken any action that would reasonably be expected to materially delay or prevent the satisfaction by the End Date of the conditions set forth in Sections 7.2(e) and 7.3(c). Each of Parent and the Company undertakes and agrees to file as soon as practicable a Notification and Report Form under the HSR Act with the FTC and the Antitrust Division and to make as soon as practicable such filings and apply as soon as practicable for such approvals and consents as are required under the Health Care Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacificare Health Systems Inc /De/)
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10a) days, following the execution of this Agreement, the Company, Parent and 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 herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one handMerger Subsidiary and Parent shall, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any filings made pursuant shall cause its Subsidiaries 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and conditions set forth herein, and subject to Sections 4.3 and 8.1, each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to doconsummate the transactions contemplated by this Agreement as promptly as practicable, or cause including preparing and filing as promptly as practicable all documentation to be doneeffect all necessary notices, reports and other filings and to assist obtain (and to cooperate with the other parties to obtain) as promptly as reasonably practicable any permit, consent, authorization, order or approval of, or any exemption by, any Governmental Authority and any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in doingconnection with the Merger and the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall promptly cooperate with and furnish information to the other and, to the extent practicable, consult with each other on, all thingsthe information relating to the Company or Parent, necessaryas the case may be, proper and any of their respective affiliates, which appear in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals, authorizations and orders of all Governmental Authorities and any other third parties necessary or advisable to make effective as promptly as practicable, but in no event later than consummate the End Date, the Merger and other transactions contemplated hereby in accordance by this Agreement, and each of the Company and Parent shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of written notices or other communications received by Parent or the Company or any of their respective affiliates from any such third party or Governmental Authority with respect to the transactions contemplated hereby. The Company and Parent may, as they deem reasonably necessary, designate any competitively sensitive information provided to the other under this Section 6.7 as “outside counsel only” and such information shall be given only to outside counsel of the recipient. The Company and Parent shall provide the other party with the terms hereofopportunity to participate in any meeting with any Governmental Authority in respect of any filing, including obtaining HSR clearance and all necessary actions investigation or nonactions, waivers, consents, approvals or authorizations from Governmental Authorities. Neither Parent nor its Affiliates shall be required to sell, divest, hold separate, otherwise dispose other inquiry in connection with the transactions contemplated hereby; provided that (i) such participation of or license any of its businesses, product lines or assets or to conduct their business in a specified manner. Parent the Company shall not be required to sellbe permitted by Parent in connection with meetings not primarily related to obtaining any Requisite Regulatory Approvals, divest, hold separate, and (ii) such participation shall not entitle the Company to direct the conduct of any such meeting or otherwise dispose of or license bind Parent to any of the Company’s or any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner that would have a Material Adverse Effectaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penn America Group Inc)
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable(a) To the extent required by Law, each of Globe and DCC shall, and in shall cause their respective affiliates or Representatives to, prior to and, with respect to any event within ten (10) daysfiling under Brazilian antitrust Laws and any other antitrust Laws that the parties reasonably believe are applicable to the transaction, following the execution of this AgreementAgreement or the Closing, the Companyas applicable, Parent and 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 provided that prior to the transactions contemplated herein as required by the HSR Act and Closing, no party shall make any other filings as may not specifically 50 requested to be made by a Governmental Authority after the date hereof unless required by any other Antitrust applicable Law, (i) promptly make or cause to be made the filings required of such party or any of its Subsidiaries, their respective affiliates or Representatives, under any antitrust or similar Laws with respect to the sale of the Interests and in each casethe other transactions contemplated by this Agreement and the Ancillary Agreements, will (ii) use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger Sub, on the other hand, each shall promptly (i) supply the other party comply with any information which may be required request under any such antitrust Laws for additional information, documents, or other material received by such party or any of its Subsidiaries, affiliates or Representatives from any Governmental Authority in order to effectuate respect of such filings and (ii) supply any additional information which reasonably may be required by filings, the FTC or sale of the DOJ Interests or any other Governmental Authority in connection transactions contemplated by this Agreement or the Ancillary Agreements, (iii) cooperate with such filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority parties and their affiliates and Representatives in connection with any filings made pursuant hereto such filing and (ii) in connection with resolving any request by investigation or other inquiry of any officials such agency or other Governmental Authority under any antitrust Laws with respect to any such filing, the sale of the FTC, the DOJ Interests or any other Governmental Authority for amendments transactions contemplated by this Agreement or supplements to any 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 5.2, the Company, on the one handAncillary Agreements, and Parent and Merger Sub(iv) use reasonable best efforts to resolve such objections, on the other handif any, 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of the commencement or known threat of commencement of any proceeding be asserted by or before any Governmental Authority with respect to the Merger sale of the Interests or any other transactions contemplated hereby or the Ancillary Agreements under the antitrust Laws. No Subject Entity nor any of their affiliates shall propose to enter into, or enter into, any agreement, arrangement or understanding with any Governmental Authority with respect to any Governmental Authority’s review of the sale of the Interests or any other transactions contemplated by this Agreement, keep Agreement without the other party informed as to the status prior written consent of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and conditions set forth herein, and subject to Sections 4.3 and 8.1, 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 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. Neither Parent nor its Affiliates shall be required to sell, divest, hold separate, otherwise dispose of or license any of its businesses, product lines or assets or to conduct their business in a specified manner. Parent shall not be required to sell, divest, hold separate, otherwise dispose of or license any of the Company’s or any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner that would have a Material Adverse EffectDCC.
Appears in 1 contract
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10a) days, following the execution of this Agreement, the Company, Parent and 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 herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and subject to the conditions set forth herein, and subject to Sections 4.3 and 8.1, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable to consummate and make effective effective, as promptly as practicable, but in no event later than the End Date, the Merger and the other transactions contemplated hereby in accordance with the terms hereof, including (i) the obtaining HSR clearance of all necessary approvals under any applicable Health Care Laws required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals or and authorizations from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (iii) the obtaining of all necessary waivers, consents, approvals and authorizations from Third Parties and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof and to fully carry out the purposes of this Agreement. Neither Notwithstanding anything to the contrary contained in this Section 6.6(a) (except for the proviso in this sentence), neither Parent nor any of its Affiliates Subsidiaries shall be required to (A) sell, divest, hold separate, otherwise dispose of or license any of their or of the Company's or any of its Subsidiaries' respective businesses, product lines or assets or to assets, (B) conduct their business or the Company's or any of its Subsidiaries' respective businesses in a specified manner. Parent shall not be required manner or (C) agree to sell, divest, hold separate, otherwise dispose of or license take any of the Company’s actions set forth in clause (A) or (B), or agree to take any Company Subsidiary’s businesses other action or assets agree to any limitation that, in the case of clause (A), (B) or to conduct its business in a specific manner that (C), would have a Material Adverse Effect.a
Appears in 1 contract
Samples: Agreement and Plan of Merger
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10a) days, following the execution of this Agreement, the Company, Parent and 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 herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and subject to the conditions set forth herein, and subject to Sections 4.3 and 8.1in this Agreement, each of the parties shall (and to the extent applicable, shall cause their respective Affiliates and equityholders to) use its reasonable best efforts to take, or cause to be taken, all actions and actions, to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable to consummate and make effective as promptly as practicablepracticable but, but in any event, no event later than the End DateDate (as defined below), the Merger and other transactions contemplated hereby in accordance with the terms hereofof this Agreement, including including: (i) the obtaining HSR clearance of all necessary approvals under any applicable Laws required in connection with this Agreement and the transactions contemplated hereby; (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals or and authorizations from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority; (iii) the obtaining of all necessary waivers, consents, approvals and authorizations from third parties; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated Table of Contents hereby in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. Neither Parent Unless otherwise expressly agreed herein, neither the Seller, nor its the Company, nor any of their respective Affiliates shall be obligated to grant any consideration, or pay any fee or other similar payment, to any third Person from whom consent or approval is required or requested from or by such third Person in connection with the consummation of the transactions contemplated by this Agreement in order to obtain any such consent or approval. For the avoidance of doubt, Purchaser and its Subsidiaries shall (x) except as otherwise expressly provided in this Agreement, agree or commit to any and all divestitures, licenses or hold separate or similar arrangements with respect to its businesses, properties or assets, and agree or commit to any restrictions or limitations on the conduct of its businesses and (y) use reasonable best efforts to take the actions specified in Section 6.3 of the Company Disclosure Letter, in each case as a condition to obtaining any and all approvals from any Governmental Authority for any reason in order to consummate and make effective as promptly as practicable the transactions contemplated hereby, including taking any and all actions necessary in order to ensure that no: (A) requirement for non-action, a waiver, consent, approval or authorization of the Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), any authority enforcing applicable Law, any state attorney general or any other Governmental Authority; (B) Order or Action; and (C) other matter relating to any applicable antitrust, competition or other applicable Law, in each case, would preclude consummation of the transactions contemplated hereby by the End Date. Notwithstanding any other provision in this Agreement to the contrary, except with respect to actions under clause (y) in the prior sentence, nothing in this Agreement shall require (and “reasonable best efforts” will in no event require) Purchaser or its Subsidiaries to sell, license, transfer, divest, hold separate, separate or otherwise dispose of or license encumber any assets, relationships, contractual rights or arrangements of Purchaser, its Subsidiaries, the Seller, the Company, or any of their respective Affiliates to the extent that such sale, license, transfer, divestiture, hold separate or disposal of or encumbrance would, or would reasonably be expected to, result in an adverse and material change to the business and/or operations of Purchaser, its businessesAffiliates and the Company and its Subsidiaries, product lines taken as a whole, or that would otherwise have an adverse and material impact on the business and assets of Purchaser, its Affiliates and the Company and its Subsidiaries, taken as a whole. None of the Seller, the Company or any of their respective Affiliates shall take or agree to conduct take any of the actions described in the previous sentence without the prior written consent of Purchaser which, without limiting Purchaser’s obligations under this Section 6.3(a), may be granted or withheld in Purchaser’s sole discretion. In addition, upon the terms and subject to the conditions herein provided and subject to the parties’ (and to the extent applicable, their business respective Affiliates’) obligations under applicable Law, none of the parties hereto shall (and such parties shall cause, to the extent applicable, their respective Affiliates not to) knowingly take, or cause to be taken, any action that would reasonably be expected to materially delay or prevent the satisfaction by the End Date of the conditions set forth in Section 7.1. Each of Purchaser and the Seller undertakes and agrees (and to the extent applicable, shall cause their respective Affiliates and equityholders to undertake and agree) to file: (1) a specified mannerNotification and Report Form under the HSR Act with the FTC and the Antitrust Division within ten (10) Business Days after the date of this Agreement; and (2) such other filings and applications for approvals and consents as are required under any other applicable Laws as soon as practicable. Parent Purchaser and the Seller shall not seek early termination of the waiting period under the HSR Act. Purchaser and the Seller shall be equally responsible for all filing fees associated with filings pursuant to the HSR Act and all other antitrust and other regulatory filings with any Governmental Authority, including those that may be required to sell, divest, hold separate, otherwise dispose of or license be filed in any of the Company’s or any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner that would have a Material Adverse Effectother jurisdiction.
Appears in 1 contract
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10a) days, following the execution of this Agreement, the Company, Parent and 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 herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and subject to the conditions set forth herein, and subject to Sections 4.3 and 8.1in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable to consummate and make effective effective, as promptly as practicable, but in no event later than the End Date, the Merger and the other transactions contemplated hereby in accordance with the terms hereofof this Agreement, including (i) the obtaining HSR clearance of all necessary approvals under any applicable Laws required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals or and authorizations from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (iii) the obtaining of all necessary waivers, consents, approvals and authorizations from Third Parties and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and other transactions contemplated hereby in accordance with the terms of this Agreement and fully to carry out the purposes of this Agreement. Neither For the avoidance of doubt, Parent nor and its Affiliates shall Subsidiaries shall, except to the extent as would be required reasonably likely to sellhave a Material Adverse Effect on either the Company or Parent, divestagree or commit to any and all divestitures, licenses or hold separateseparate or similar arrangements with respect to its businesses, otherwise dispose of properties or license assets and agree or commit to any restrictions or limitations on the conduct of its businesses, product lines in each case as a condition to obtaining any and all approvals from any Governmental Authority for any reason in order to consummate and make effective, as promptly as practicable, but in no event later than the End Date, the Merger and the other transactions contemplated hereby, including taking any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent, approval or assets authorization of the United States Federal Trade Commission ("FTC"), the Antitrust Division of the United States Department of Justice ("Antitrust Division"), any authority enforcing applicable Law, any State Attorney General or any other Governmental Authority, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding and (z) no other matter relating to conduct their business any antitrust or competition Law or relating to any applicable Laws, would preclude consummation of the Merger by the End Date. The Company shall agree if, but solely if, requested by Parent in a specified manner. Parent shall not be required writing to sell, divest, hold separateseparate or otherwise take or commit to take any action with respect to the businesses, otherwise dispose services, or assets of the Company or license any of its Subsidiaries in furtherance of this Section 5.5; provided, however, that any such action may be conditioned upon the Company’s consummation of the Merger and other transactions contemplated hereby. In addition, upon the terms and subject to the conditions herein provided and subject to the parties' obligations under applicable Law, none of the parties hereto shall knowingly take or cause to be taken any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner action that would have reasonably be expected to materially delay or prevent the satisfaction by the End Date of the condition set forth in Section 6.1(d). Each of Parent and the Company undertakes and agrees to file as soon as practicable, but in no event later than ten (10) days after the date of this Agreement, a Material Adverse EffectNotification and Report Form under the HSR Act with the FTC and the Antitrust Division and to make as soon as practicable such filings and apply as soon as practicable for such approvals and consents as are required under any other applicable Laws. Parent and Company shall seek early termination of the waiting period under the HSR Act.
Appears in 1 contract
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10) days, following the execution of this Agreement, the Company, Parent and 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 150. Subject to the transactions contemplated herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and conditions set forth hereinin this Agreement, and subject to Sections 4.3 and 8.1including Section 5.2(b), each of the parties hereto shall use or have used their respective reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under applicable Antitrust Law to consummate and make effective as promptly as practicable, but in the Merger by no event later than the End Date, including (i) the Merger and other transactions contemplated hereby in accordance with the terms hereof, including obtaining HSR clearance and of all necessary actions or nonactions, waivers, Consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from Governmental Bodies and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from, or to avoid an action or proceeding by, any Governmental Body in connection with any Antitrust Law, (ii) the obtaining of all necessary consents, authorizations, approvals or authorizations waivers from Governmental Authoritiesthird parties and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger. Neither 151. Nothing in this Agreement, including this Section 5.2 (Regulatory Filings; Reasonable Best Efforts), shall require Parent nor its Affiliates shall to agree or be required to sell(i) negotiate, divestcommit to and effect, by consent decree, hold separateseparate order or otherwise, otherwise dispose the sale, lease, license, divestiture or disposition of any assets, rights, product lines, or license businesses of the Company, the Parent or any of its their respective Subsidiaries, (ii) terminate existing relationships, contractual rights or obligations of the Company, the Parent or any of their respective Subsidiaries, (iii) terminate any venture or other arrangement, (iv) create any relationship, contractual rights or obligations of the Company, the Parent or any of their respective Subsidiaries, (v) effectuate any other change or restructuring of the Company, the Parent or any of their respective Subsidiaries and (vi) otherwise take or commit to take any actions with respect to the businesses, product lines or assets of the Company, the Parent or any of their respective Subsidiaries. 152. Subject to conduct the terms and conditions of this Agreement, each of the parties hereto shall (and shall cause their business respective Affiliates, if applicable, to): (i) within 1 Business Day after the date hereof, make an appropriate filing of all Notification and Report forms as required by the HSR Act with respect to the transactions contemplated hereby; (ii) promptly, but in no event later than 1 day after the date hereof, make all other filings, notifications or other Consents as may be required to be made or obtained by such party under foreign Antitrust Law 62 in those jurisdictions identified in Section 5.2(c) of the Disclosure Schedule, which contains the list of the only jurisdictions where filing, notification, expiration of a specified mannerwaiting period or Consent or approval is a condition to Closing; and (iii) cooperate with each other in determining whether, and promptly preparing and making, any other filings or notifications or other Consents required to be made with, or obtained from, any other Governmental Bodies in connection with the transactions contemplated hereby. Parent and the Company shall use their respective reasonable best efforts to obtain early termination of the waiting period under the HSR Act with respect to the transactions contemplated by this Agreement and any other applicable waiting period, to the extent required, from the applicable Governmental Bodies. 153. Without limiting the generality of anything contained in this Section 5.2 (Regulatory Filings; Reasonable Best Efforts), during the Pre-Closing Period, each party hereto shall use its reasonable best efforts to (i) cooperate in all respects and consult with each other in connection with any filing or submission in connection with any investigation or other inquiry, including allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding brought by a Governmental Body or brought by a third party before any Governmental Body, in each case, with respect to the transactions contemplated hereby, (iii) keep the other parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, (iv) promptly inform the other parties of any communication to or from the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (“DOJ”) or any other Governmental Body in connection with any such request, inquiry, investigation, action or Legal Proceeding, (v) upon request, promptly furnish to the other party, subject to an appropriate confidentiality agreement to limit disclosure to outside counsel and consultants retained by such counsel, with copies of documents provided to or received from any Governmental Body in connection with any such request, inquiry, investigation, action or Legal Proceeding (other than Item “4(c)” and “4(d)” “documents” as those terms are used in the rules and regulations under the HSR Act) (documents provided pursuant to this provision may be redacted (1) as necessary to comply with contractual arrangements and (2) as necessary to address reasonable privilege or confidentiality concerns), (vi) subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants retained by such counsel, and to the extent reasonably practicable, consult in advance and cooperate with the other parties and consider in good faith the views of the other parties in connection with any substantive communication, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal to be made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding and (vii) except as may be prohibited by any Governmental Body or by any Law, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the transactions contemplated hereby, each party hereto shall provide advance notice of and permit authorized representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in advance in connection with any argument, opinion or proposal to be made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding; provided that, the Company or Parent as applicable, may participate in any such meeting or discussion described in the foregoing clause in the absence of such other party if, and only to the extent that, (A) the Company or Parent, as applicable, have made every effort in good faith to involve the other party in such meeting or discussion, (B) such other party was provided with reasonable and adequate notice of such meeting or discussion and (C) despite such efforts and reasonable and adequate notice, the involvement of such other party in any such meeting or discussion has become impracticable in the good faith opinion of the party seeking to hold such meeting or discussion. Each party hereto shall supply as promptly as practicable such information, documentation, other material or testimony that may be reasonably requested by any Governmental Body, including by complying at the earliest reasonably practicable date with any reasonable request for additional information, documents or other materials received by any party or any of their respective Subsidiaries from any Governmental Body in connection with such applications or filings for the transactions contemplated by this Agreement. Parent shall not be pay all filing fees under the HSR Act and for any filings required to sellunder foreign Antitrust Law, divest, hold separate, otherwise dispose but the Company shall bear its own costs for the preparation of or license any of the Company’s or any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner that would have a Material Adverse Effectsuch filings.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integra Lifesciences Holdings Corp)
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10a) days, following the execution of this Agreement, the Company, Parent and 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 herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one handMerger Subsidiary and Parent shall, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any filings made pursuant shall cause its Subsidiaries 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and conditions set forth herein, and subject to Sections 4.3 and 8.1, each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to doconsummate the transactions contemplated by this Agreement as promptly as practicable, or cause including preparing and filing as promptly as practicable all documentation to be doneeffect all necessary notices, reports and other filings and to assist obtain (and to cooperate with the other parties to obtain) as promptly as reasonably practicable any permit, consent, authorization, order or approval of, or any exemption by, any Governmental Authority and any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in doingconnection with the Merger and the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall promptly cooperate with and furnish information to the other and, to the extent practicable, consult with each other on, all thingsthe information relating to the Company or Parent, necessaryas the case may be, proper and any of their respective affiliates, which appear in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals, authorizations and orders of all Governmental Authorities and any other third parties necessary or advisable to make effective as promptly as practicable, but in no event later than consummate the End Date, the Merger and other transactions contemplated hereby in accordance by this Agreement, and each of the Company and Parent shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of written notices or other communications received by Parent or the Company or any of their respective affiliates from any such third party or Governmental Authority with respect to the transactions contemplated hereby. The Company and Parent may, as they deem reasonably necessary, designate any competitively sensitive information provided to the other under this Section 6.7 as "outside counsel only" and such information shall be given only to outside counsel of the recipient. The Company and Parent shall provide the other party with the terms hereofopportunity to participate in any meeting with any Governmental Authority in respect of any filing, including obtaining HSR clearance and all necessary actions investigation or nonactions, waivers, consents, approvals or authorizations from Governmental Authorities. Neither Parent nor its Affiliates shall be required to sell, divest, hold separate, otherwise dispose other inquiry in connection with the transactions contemplated hereby; provided that (i) such participation of or license any of its businesses, product lines or assets or to conduct their business in a specified manner. Parent the Company shall not be required to sellbe permitted by Parent in connection with meetings not primarily related to obtaining any Requisite Regulatory Approvals, divest, hold separate, and (ii) such participation shall not entitle the Company to direct the conduct of any such meeting or otherwise dispose of or license bind Parent to any of the Company’s or any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner that would have a Material Adverse Effectaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penn America Group Inc)
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, (a) Upon the terms and in any event within ten (10) days, following the execution of this Agreement, the Company, Parent and 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 subject to the transactions contemplated herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 conditions set forth in an amendment or supplement to any filing made pursuant to this Section 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the CompanyParties shall (and to the extent applicable, on the one hand, shall cause their respective Affiliates and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and conditions set forth herein, and subject to Sections 4.3 and 8.1, each of the parties shall use reasonable best efforts to equityholders to) take, or cause to be taken, all actions and actions, to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things, things necessary, proper or advisable to consummate and make effective effective, as promptly as practicablepracticable but, but in any event, no event later than the End DateLongstop Date (as defined below), the Merger and other transactions contemplated hereby in accordance with the terms hereofof this Agreement, including including, without limitation: (i) the obtaining HSR clearance and of all necessary actions or nonactionsConsents under any applicable Laws required to give effect to the terms of this Agreement and consummate the transactions contemplated hereunder; (ii) the taking of all steps as may be necessary to avoid an Action by any Governmental Authority in respect of this Agreement and the consummation of the transactions contemplated hereunder; (iii) the obtaining of all necessary Consents from third parties required to consummate the transactions contemplated hereunder; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereunder in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. Unless otherwise expressly agreed herein, waivers, consents, approvals or authorizations from Governmental Authorities. Neither Parent neither Seller nor any of its Affiliates shall be obligated to grant any consideration, or pay any fee or other similar payment, to any third Person from whom Consent is required or requested from or by such third Person in connection with the consummation of the transactions contemplated under this Agreement in order to obtain any such Consent. For the avoidance of doubt, Purchaser shall agree or commit to any and all divestitures, licenses, behavioral remedies, hold separate or similar arrangements, or other remedies, restrictions, limitations or commitments, in each case as a condition to obtaining the PRC Antitrust Clearance in order to consummate and make effective, as promptly as practicable and in any event by the Longstop Date, the transactions contemplated hereby, so long as such remedies, restrictions, limitations or commitments required to sell, divest, hold separate, otherwise dispose of or license any of its businesses, product lines or assets or to conduct their business in a specified manner. Parent be taken by Purchaser shall not be required materially and adversely impact the economic or business benefits to sell, divest, hold separate, otherwise dispose of or license any Purchaser of the Company’s transactions contemplated by this Agreement. In addition, upon the terms and subject to the conditions herein provided and subject to the Parties’ (and to the extent applicable, their respective Affiliates’) obligations under applicable Law, none of the Parties hereto shall (and such Parties shall cause, to the extent applicable, their respective Affiliates not to) knowingly take, or cause to be taken, any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner action that would have a Material Adverse Effectreasonably be expected to materially delay or prevent the satisfaction by the Longstop Date of the conditions set forth in Section 6.4.
Appears in 1 contract
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10a) days, following the execution of this Agreement, the Company, Parent and 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 herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and subject to the conditions set forth herein, and subject to Sections 4.3 and 8.1in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable to consummate and make effective effective, as promptly as practicable, but in no event later than the End DateDate (as defined below), the Merger and the other transactions contemplated hereby in accordance with the terms of this Agreement, including (i) the obtaining of all necessary approvals under any applicable Laws required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals and authorizations from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (iii) the obtaining of all necessary waivers, consents, approvals and authorizations from Third Parties and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and other transactions contemplated hereby in accordance with the terms hereofof this Agreement and to fully carry out the purposes of this Agreement. Notwithstanding the foregoing, including obtaining HSR clearance and all necessary actions nothing herein shall require Parent, in order to obtain an approval or nonactionswaiver from, waiversor to avoid an action or proceeding by, consentsany Governmental Authority, approvals or authorizations from Governmental Authorities. Neither Parent nor its Affiliates shall be required to agree to sell, divest or license any assets or business or agree to restrict any business conducted by or currently proposed to be conducted by Parent, the Company or any of its Subsidiaries, or to litigate or formally contest any proceedings relating to any regulatory approval process in connection with the Merger. The Company shall agree if, but solely if, requested by Parent in writing to divest, hold separate, separate or otherwise dispose of take or license commit to take any of its action with respect to the businesses, product lines services, or assets of the Company in furtherance of this Section 5.4; provided, however, that any such action may be conditioned upon the consummation of the Merger and other transactions contemplated hereby. In addition, upon the terms and subject to the conditions herein provided and subject to the parties’ obligations under applicable Law, none of the parties hereto shall knowingly take or cause to conduct their business be taken any action that would reasonably be expected to materially delay or prevent the satisfaction by the End Date of the condition set forth in Section 6.1(a). Each of Parent and the Company undertakes and agrees to file as soon as practicable, but in no event later than ten (10) days after the date of this Agreement, a specified mannerNotification and Report Form under the HSR Act with the FTC and the Antitrust Division and to make as soon as practicable such filings and apply as soon as practicable for such approvals and consents as are required under any other applicable Laws. Parent and Company shall not be required to sell, divest, hold separate, otherwise dispose of or license any seek early termination of the Company’s or any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner that would have a Material Adverse Effectwaiting period under the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novelos Therapeutics, Inc.)
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10a) days, following the execution of this Agreement, the Company, Parent and 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 herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and subject to the conditions set forth herein, and subject to Sections 4.3 and 8.1, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable to consummate and make effective effective, as promptly as practicable, but in no event later than the End Date, the Merger and the other transactions contemplated hereby in accordance with the terms hereof, including (i) the obtaining HSR clearance of all necessary approvals under any applicable Health Care Laws required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals or and authorizations from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (iii) the obtaining of all necessary waivers, consents, approvals and authorizations from Third Parties and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated hereby in accordance with the terms hereof and to fully carry out the purposes of this Agreement. Neither Notwithstanding anything to the contrary contained in this Section 6.6(a) (except for the proviso in this sentence), neither Parent nor any of its Affiliates Subsidiaries shall be required to (A) sell, divest, hold separate, otherwise dispose of or license any of their or of the Company's or any of its Subsidiaries' respective businesses, product lines or assets or to assets, (B) conduct their business or the Company's or any of its Subsidiaries' respective businesses in a specified mannermanner or (C) agree to take any of the actions set forth in clause (A) or (B), or agree to take any other action or agree to any limitation that, in the case of clause (A), (B) or (C), would have a (I) Material Adverse Effect (reading out the "would reasonably be likely to be" language of such defined term) on either the Company or Parent (it being agreed that in the case of measuring the effect on Parent in this clause (I), "Material Adverse Effect" shall be the level of, and shall be measured as to, what would have a "Material Adverse Effect" on the Company and not the level or measure of what would have a "Material Adverse Effect" on Parent), or (II) material adverse effect on the benefits, taken as a whole, Parent reasonably expected to derive from the transactions contemplated hereby, including the Merger (such Material Adverse Effect on either the Company or Parent or such material adverse effect on such benefits, a "Regulatory Material Adverse Effect"); provided, however, that Parent understands and agrees that it will, and will cause its Subsidiaries to, take or commit to take any of the foregoing actions so long as, or to the extent, any such action would not have such a Regulatory Material Adverse Effect, in each case as a condition to obtaining any and all approvals from any Governmental Authority for any reason in order to consummate and make effective, as promptly as practicable, but in no event later than the End Date, the Merger and the other transactions contemplated hereby, including taking any and all actions (so long as, or to the extent, any such actions would not have a Regulatory Material Adverse Effect) necessary in order to ensure that (x) no requirement for non-action, a waiver, consent, approval or authorization of the United States Federal Trade Commission ("FTC"), the Antitrust Division of the United States Department of Justice ("Antitrust Division"), any authority enforcing applicable Health Care Laws, any State Attorney General or any other Governmental Authority, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding and (z) no other matter relating to any antitrust or competition Law or relating to any Health Care Law or other Laws, would preclude consummation of the Merger by the End Date. The Company shall agree if, but solely if, requested by Parent shall not be required in writing to sell, divest, hold separateseparate or otherwise take or commit to take any action with respect to the businesses, otherwise dispose services or assets of the Company or license any of its Subsidiaries in furtherance of this Section 6.6(a); provided, however, that any such action may be conditioned upon the Company’s consummation of the Merger and other transactions contemplated hereby. In addition, upon the terms and subject to the conditions herein provided and subject to the fiduciary duties of the Board of Directors of the Company and its other obligations under applicable Law, none of the parties hereto shall knowingly take or cause to be taken any Company Subsidiary’s businesses or assets or to conduct its business in a specific manner action that would have reasonably be expected to materially delay or prevent the satisfaction by the End Date of the conditions set forth in Sections 7.2(e) and 7.3(c). Each of Parent and the Company undertakes and agrees to file as soon as practicable a Material Adverse EffectNotification and Report Form under the HSR Act with the FTC and the Antitrust Division and to make as soon as practicable such filings and apply as soon as practicable for such approvals and consents as are required under the Health Care Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Medical Security Group Inc)
Regulatory Filings Reasonable Best Efforts. As soon as reasonably practicable, and in any event within ten (10j) days, following the execution of this Agreement, the Company, Parent and 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 herein as required by the HSR Act and shall make any other filings as may be required by any other Antitrust Law, and in each case, will use its reasonable best efforts to obtain an early termination of any applicable waiting period thereunder. The Company, on the one hand, and Parent and Merger 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 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 filings and which the parties may reasonably deem appropriate. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will notify the other party promptly upon the receipt of (i) any comments from any officials of the FTC, the DOJ or any other Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of the FTC, the DOJ or any other Governmental Authority for amendments or supplements to any 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 5.2, the Company, on the one hand, and Parent and 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. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall give the other party prompt notice of 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 transactions contemplated by this Agreement, keep the other party informed as to the status of any such proceeding or threat and use its reasonable best efforts to contest, resist or resolve such proceeding and, in connection with any such proceeding, each of the Company, on the one hand, and Parent 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 proposal made or submitted to any Governmental Authority in connection with any such proceeding. Upon the terms and subject to the conditions set forth herein, and subject to Sections 4.3 and 8.1in this Agreement, each of Party will (and, to the parties shall extent applicable, will cause their respective Affiliates to) use its reasonable best efforts to take, or cause to be taken, all actions and actions, to do, or cause to be done, and to assist and cooperate with the other parties Party in doing, all things, things necessary, proper or advisable to consummate and make effective effective, as promptly as practicable, but in no event later than the End Date, the Merger and other transactions contemplated hereby in accordance with the terms hereofof this Agreement, including including: the obtaining HSR clearance and of all necessary approvals under any applicable Laws required in connection with this Agreement and the transactions contemplated hereby, the obtaining of the actions or nonactionsnon-actions, waivers, consents, approvals or and authorizations from Governmental Authorities, and the making of all related registrations and filings, listed on Schedule 5.3(a) or any other waivers, consents, approvals and/or authorizations from other Governmental Authorities which the Buyer and the Company mutually agree in writing is required in connection with the transactions contemplated by this Agreement (each, an “Additional Government Approval”), it being understood that the Parties will not invoke a referral procedure under Article 4(4) or Article 4(5) of Council Regulation (EC) No. Neither Parent nor its Affiliates shall 139/2004 on the control of concentrations between undertakings, and the taking of all steps as may be required necessary to sellobtain an approval or waiver from, divest, hold separate, otherwise dispose of or license any of its businesses, product lines or assets or to conduct their business avoid a Proceeding by, any Governmental Authority, the obtaining of all necessary waivers, consents, approvals and authorizations from any third party and the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby in a specified manneraccordance with the terms of this Agreement and to fully carry out the purposes of this Agreement. Parent shall not be required to sellUnless otherwise expressly agreed herein, divest, hold separate, otherwise dispose of or license any none of the Company’s , the Sellers nor any of their respective Affiliates will be obligated to pay any consideration, fee or other similar payment to any Company Subsidiary’s businesses third party from whom consent or assets approval is required or requested from or by such third party in connection with the consummation of the transactions contemplated by this Agreement in order to conduct its business obtain any such consent or approval. Notwithstanding anything to the contrary contained herein, including this Section 5.3, the Parties each acknowledge and agree that obtaining waivers, consents, approvals and authorizations from any third parties as contemplated in clause (iii) of this Section 5.3(a) will not be a specific manner that would have a Material Adverse Effectcondition to the obligation of the Buyer to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
