Common use of Regulatory Filings; Reasonable Efforts Clause in Contracts

Regulatory Filings; Reasonable Efforts. As soon as may be reasonably practicable, the Company and Parent each shall execute and file, or join in the execution and filing of, any application, notification (including, without limitation, any notification or provision of information, if any, that may be required under the HSR Act) or any other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which the other party hereto may reasonably request, in connection with the consummation of the Merger or any other transactions contemplated by this Agreement. The Company and Parent shall in good faith use their best efforts to as expeditiously as possible obtain, and to cooperate with the other to expeditiously obtain, all such authorizations, approvals and consents. The Company and Parent each shall promptly (a) supply the other with any information which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the United States Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "DOJ") or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate.

Regulatory Filings; Reasonable Efforts. As soon as may be reasonably -------------------------------------- practicable, the Company Indirect Parent, Company, and, if necessary, Second Intermediary Parent, First Intermediary Parent and Parent Parent, and Purchaser each shall execute file with the United States Federal Trade Commission (the "FTC") and file, or join in the execution Antitrust Division of the United States Department of Justice ("DOJ") Notification and filing of, any application, notification (including, without limitation, any notification or provision of information, if any, that may be Report Forms relating to the transactions contemplated herein as required under by the HSR Act) , as well as comparable pre-merger notification forms required by the merger notification or any other document that may be necessary in order to obtain the authorization, approval or consent control laws and regulations of any Governmental Entityapplicable jurisdiction, whether federal, state, local or foreign, which may be reasonably required, or which as agreed to by the other party hereto may reasonably request, in connection with the consummation of the Merger or any other transactions contemplated by this Agreementparties. The Company and Parent shall in good faith use their best efforts to as expeditiously as possible obtain, and to cooperate with the other to expeditiously obtain, all such authorizations, approvals and consents. The Company and Parent Purchaser each shall promptly (a) supply the other with any information which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the United States Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "DOJ") DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate; provided, however, that Purchaser shall not be required to agree to any divestiture by Purchaser or the Company or any of Purchaser's subsidiaries or affiliates of shares of capital stock or of any business, assets or property of Purchaser or its subsidiaries or affiliates or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.