Regulatory Matters Reasonable Best Efforts. (a) Each party hereto shall cooperate and promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions and filings, and shall use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, in order to obtain all approvals and authorizations of all Governmental Entities, necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including the Required Approvals; provided, however, that Parent shall use its commercially best efforts to make all filings required to be made by Parent pursuant to the HSR Act within 14 days following the date hereof; provided further, however, that in no event shall Parent make any such required filing pursuant to the HSR Act later than 28 days following the date hereof. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, and Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub or their respective affiliates, in each case, that appear in any application, notice, petition or filing made to or with any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement, it being understood and agreed that neither party shall unreasonably condition, withhold or delay its approval. Parent and the Company agree that they will (i) consult and cooperate with each other with respect to the obtaining of all such necessary approvals and authorizations of Governmental Entities and in connection with any investigation or other inquiry, including any proceedings initiated by a third party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity regarding any of the transactions contemplated hereby, (iii) permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with any Governmental Entity and (iv) to the extent agreed or not objected to by the relevant Governmental Entity, give the other party the opportunity to attend and participate in such meetings and conferences. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially 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 reasonably necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all steps required to cause the conditions to the other party’s obligation to effect the Merger (as set forth in Article VI hereof) to be satisfied as promptly as reasonably practicable, (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any Restraint entered by any court or other Governmental Entity vacated or reversed, (iii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement, and (iv) in the case of the Company, ordering a “NOBO List” or other stockholder or stock ledger information, as and when reasonably requested by Parent. (c) Neither party shall, and shall not cause or permit its Subsidiaries to, enter into, engage in or agree to engage in any transaction or series of transactions that would present a significant risk of making it more difficult to obtain any approval or authorization required in connection with the Merger or otherwise prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (Image Entertainment Inc)
Regulatory Matters Reasonable Best Efforts. (a) Each party hereto shall cooperate and promptly prepare and file all necessary documentation Subject to effect all necessary applications, notices, petitions and filings, and shall use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, in order to obtain all approvals and authorizations of all Governmental Entities, necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including the Required Approvals; provided, however, that Parent shall use its commercially best efforts to make all filings required to be made by Parent pursuant to the HSR Act within 14 days following the date hereof; provided further, however, that in no event shall Parent make any such required filing pursuant to the HSR Act later than 28 days following the date hereof. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, and Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub or their respective affiliates, in each case, that appear in any application, notice, petition or filing made to or with any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement, it being understood and agreed that neither party shall unreasonably condition, withhold or delay its approval. Parent and the Company agree that they will (i) consult and cooperate with each other with respect to the obtaining of all such necessary approvals and authorizations of Governmental Entities and in connection with any investigation or other inquiry, including any proceedings initiated by a third party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity regarding any of the transactions contemplated hereby, (iii) permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with any Governmental Entity and (iv) to the extent agreed or not objected to by the relevant Governmental Entity, give the other party the opportunity to attend and participate in such meetings and conferences.
(b) Upon the terms and subject to the conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 6.3, each of the parties agrees to Company and EFIH and Parent and OV2 shall use its commercially reasonable best efforts to take, or cause to be taken, all the following actions:
(i) the prompt provision to each and every federal, state, local or foreign court or Governmental Entity (including the FCC, the FERC and to dothe PUCT) with jurisdiction over any Company Approvals or Parent Approvals of information and documents reasonably requested by any such Governmental Entity or that are necessary, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary proper or advisable to consummate and make effective, in permit consummation of the most expeditious manner reasonably practicableTransactions;
(ii) with respect to the FCC Approval, the Merger FERC Approval and the PUCT Approval, the expiration or earlier termination of any waiting period under the HSR Act applicable to the Transactions, and any other transactions contemplated by approval or consent of a Governmental Entity arising due to a change in Law after the date of this Agreement, obtain all such necessary approvals and avoid the entry or enactment of any permanent, preliminary or temporary injunction or other Order, decree, decision, determination, judgment or Law, individually or in the aggregate, that would be reasonably likely to restrain, prevent, enjoin, materially restrict, materially impair or otherwise prohibit the Transactions, including (i) Parent and OV2 taking all steps actions required to cause the conditions to the other party’s obligation to effect the Merger (as set forth in Article VI hereof) to be satisfied as promptly as reasonably practicable, (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any Restraint entered by any court or other Governmental Entity vacated or reversed, (iii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreementby, and (iv) in accepting all conditions and/or requirements imposed under the case terms of the Companyany, ordering a “NOBO List” or other stockholder or stock ledger informationconsent, as and when reasonably requested by Parent.
(c) Neither party shallregistration, and shall not cause or permit its Subsidiaries toorder, enter into, engage in or agree to engage in any transaction or series of transactions that would present a significant risk of making it more difficult to obtain any approval or authorization required issued by any Governmental Entity in connection with the Merger Transactions to the extent that such conditions or otherwise prevent requirements constitute an Acceptable Regulatory Condition; and
(iii) in the event that any permanent, preliminary or materially delay the temporary injunction, decision, Order, judgment, determination, decree or Law is entered, issued or enacted, or becomes reasonably foreseeable to be entered, issued or enacted, in any Action, review or inquiry of any kind that would make consummation of the Merger and Transactions unlawful or that would restrain, prevent, enjoin, materially restrict, materially impair or otherwise prohibit consummation of the other transactions contemplated herebyTransactions, reasonable best efforts to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid, remove or comply with such actual, anticipated or threatened injunction, decision, Order, judgment, determination, decree or enactment so as to permit prompt consummation of the Transactions.
Appears in 2 contracts
Samples: Purchase Agreement (Ovation Acquisition I, L.L.C.), Purchase Agreement (Energy Future Competitive Holdings Co LLC)
Regulatory Matters Reasonable Best Efforts. (a) Each party hereto shall cooperate and promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions and filings, and shall use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, in order to obtain all approvals and authorizations of all Governmental Entities, necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including the Required Approvals; provided, however, that Parent shall use its commercially best efforts to make all filings required to be made by Parent pursuant to the HSR Act within 14 days following the date hereof; provided further, however, that in no event shall Parent make any such required filing pursuant to the HSR Act later than 28 days following the date hereof. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, and Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub or their respective affiliates, in each case, that appear in any application, notice, petition or filing made to or with any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement, it being understood and agreed that neither party shall unreasonably condition, withhold or delay its approval. Parent and the Company agree that they will (i) consult and cooperate with each other with respect to the obtaining of all such necessary approvals and authorizations of Governmental Entities and in connection with any investigation or other inquiry, including any proceedings initiated by a third party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity regarding any of the transactions contemplated hereby, (iii) permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with any Governmental Entity and (iv) to the extent agreed or not objected to by the relevant Governmental Entity, give the other party the opportunity to attend and participate in such meetings and conferences.
(b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially 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 reasonably necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all steps required to cause the conditions to the other party’s obligation to effect the Merger (as set forth in Article VI hereof) to be satisfied as promptly as reasonably practicable, (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any Restraint entered by any court or other Governmental Entity vacated or reversed, and (iii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement, and (iv) in the case of the Company, ordering a “NOBO List” or other stockholder or stock ledger information, as and when reasonably requested by Parent.
(c) Neither party shall, and shall not cause or permit its Subsidiaries to, enter into, engage in or agree to engage in any transaction or series of transactions that would present a significant risk of making it more difficult to obtain any approval or authorization required in connection with the Merger or otherwise prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Image Entertainment Inc), Merger Agreement (BTP Acquisition Company, LLC)
Regulatory Matters Reasonable Best Efforts. (a) Each party hereto shall cooperate and promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions and filings, and shall use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, in order to obtain all approvals and authorizations of all Governmental Entities, necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including the Required Approvals; provided, however, that Parent shall use its commercially best efforts to make all filings required to be made by Parent pursuant to the HSR Act within 14 days following the date hereof; provided further, however, that in no event shall Parent make any such required filing pursuant to the HSR Act later than 28 days following the date hereof. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, and Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub or their respective affiliates, in each case, that appear in any application, notice, petition or filing made to or with any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement, it being understood and agreed that neither party shall unreasonably condition, withhold or delay its approval. Parent and the Company agree that they will (i) consult and cooperate with each other with respect to the obtaining of all such necessary approvals and authorizations of Governmental Entities and in connection with any investigation or other inquiry, including any proceedings initiated by a third party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity regarding any of the transactions contemplated hereby, (iii) permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with any Governmental Entity and (iv) to the extent agreed or not objected to by the relevant Governmental Entity, give the other party the opportunity to attend and participate in such meetings and conferences.
(b) Upon On the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party shall use its commercially reasonable best efforts to takecause the Closing to occur, or cause including using reasonable best efforts to be taken, take all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions reasonably necessary to comply promptly with all legal requirements that may be imposed on it or advisable its subsidiaries with respect to consummate and make effectivethe Closing. Each party shall not take any actions that would or that would reasonably be expected to, result in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all steps required to cause any of the conditions to the other party’s obligation to effect the Merger (as set forth in Article VI hereofnot being satisfied. Without limiting the foregoing or the provisions set forth in Section 5.03(b) (and subject to the terms and limitations in Section 5.03(b)), each party shall use its reasonable best efforts to cause the Closing to occur on or prior to the Termination Date. Nothing in this Section 5.03 shall impose any obligation on Parent with respect to obtaining or arranging the Debt Financing, it being agreed that Parent’s obligations with respect to such matters shall be governed solely by Section 4.05 and the Debt Financing Commitments.
(b) Each of the Company and Parent shall as promptly as practicable but in no event later than ten (10) calendar days following the execution and delivery of this Agreement, file or cause to be satisfied filed with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act and shall as promptly as reasonably practicable provide any supplemental information requested by applicable Governmental Authorities relating thereto. Any such notification and report form or supplemental information shall be in substantial compliance with the requirements of the HSR Act, as applicable. Each of the Company and Parent shall consult with one another (and their respective advisers) as to the form and content of any notification and report form or supplemental information supplied to any Governmental Authority, and allow the Company or Parent, as applicable (and their respective advisers) to review the same (as may be redacted to remove any estimate of the valuation of the Company, its business or shares, any identification of or discussion with respect to other potential acquirers or to preserve any applicable privilege) in advance of submission and make such amendments as either may reasonably request. Each of the Company and Parent shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. The Company and Parent shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Authority and shall respond as promptly as reasonably practicable to any such inquiry or request and shall as promptly as reasonably practicable provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act, and, to the extent permitted by any Governmental Authority: (i) to the extent reasonably practicable, inform each party prior to all material communications (including material telephone calls and meetings) with a Governmental Authority, (ii) defending allow either party the opportunity to participate in any lawsuits such calls and meetings to the extent reasonably practicable, and (iii) allow each party (and their respective advisers) to review any material written communications before submission and to make such amendments to such communications as either the Company or Parent may reasonably request. Each party shall provide the other legal proceedings(and their advisers) with a final copy of any notification, whether judicial report form or administrativeany other supplemental information submitted to and any other material written communications with any Governmental Authority, challenging this Agreement or to the extent permitted by law. Each party shall use its reasonable best efforts to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement, including seeking pursuant to a request for an early termination of the waiting period thereunder. For purposes of this Section 5.03, the “reasonable best efforts” of Parent shall include promptly opposing any motion or action for a temporary, preliminary or permanent injunction against the Merger or any portion thereof, including any legislative, administrative or judicial action, and taking any and all steps necessary to have vacated, lifted, reversed, overturned, avoided, eliminated or removed any Restraint entered by any court decree, judgment, injunction or other Governmental Entity vacated order (whether temporary, preliminary or reversedpermanent) that restricts, (iii) executing prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under the HSR Act, and delivering take any additional instruments reasonably and all actions necessary to consummate that effect, including, but not limited to, proposing, negotiating, offering to commit and effecting (and if such offer is accepted, committing to and effecting), by undertaking, consent decree, hold separate order or otherwise, to the sale, divestiture, license or disposition of any assets or businesses of Parent or its subsidiaries or affiliates or of the Company or its subsidiaries or the Company Joint Ventures, or otherwise offer or commit to take any action (including any action that limits the freedom of action, ownership or control with respect to, or ability to retain or hold, any of the business, assets, product lines, properties or services of Parent or its subsidiaries or affiliates or of the Company or its subsidiaries or the Company Joint Ventures) or agree to any other remedy as a condition to obtaining any clearance required under the HSR Act; provided, however, that nothing herein shall require (and “reasonable best efforts” shall in no event require) Parent or any of its subsidiaries or affiliates to agree to or take any action that, individually or in the aggregate, would have a material adverse effect on Parent, the Company and their respective subsidiaries and affiliates (including the Tax Equity Funds), taken as a whole, following the consummation of the transactions contemplated hereby. Parent and its subsidiaries shall refrain from taking, directly or indirectly, any action (including engaging in, or agreeing to engage in, transactions in the industries in which the Company and the Company’s subsidiaries operate) that would reasonably be expected to delay or prevent clearance under the HSR Act for the consummation of the transactions contemplated by this Agreement, and (iv) in the case of the Company, ordering a “NOBO List” or other stockholder or stock ledger information, as and when reasonably requested by Parent.
(c) Neither party shallIn addition to the obligations under Section 5.03(b), each of Parent and the Company shall use its reasonable best efforts to obtain, and shall not cause to cooperate in obtaining, all Consents from third parties, including Governmental Authorities (other than pursuant to efforts with respect to the HSR Act referenced in Section 5.03(b)), necessary or appropriate to permit its Subsidiaries to, enter into, engage in or agree to engage in any transaction or series of transactions that would present a significant risk of making it more difficult to obtain any approval or authorization required in connection with the Merger or otherwise prevent or materially delay the consummation of the Merger and to provide, and cooperate in providing, notices to, and make or file, and cooperate in the making or filing of, registrations, declarations or filings with, third parties required to be provided prior to the Effective Time; provided, however, that no party shall be required to pay or commit to pay any significant amount to (or incur any significant liability or obligation in favor of) any third party that is not a Governmental Authority from whom any such Consent, notice, registration, declaration or filing may be required (other than nominal filing or application fees).
(d) Nothing in this Section 5.03 shall obligate Parent or the Company or any of their respective subsidiaries to take any action that is not conditional upon the Closing.
(e) Without limiting the generality of the foregoing subsections of Section 5.03, the Company and Parent shall (i) take all action necessary to ensure that no Takeover Law, or Takeover Provision is or becomes applicable to the Merger, this Agreement, the Voting Agreement or any of the other transactions contemplated by this Agreement and (ii) if any Takeover Law or Takeover Provision becomes applicable to the Merger, this Agreement, the Voting Agreement or any other transaction contemplated by this Agreement or the Voting Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated herebyby this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Takeover Law or Takeover Provision on the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Vivint Solar, Inc.)
Regulatory Matters Reasonable Best Efforts. (a) Each party hereto shall cooperate and promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions and filings, and shall use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, in order to obtain all approvals and authorizations of all Governmental Entities, necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including the Required Approvals; provided, however, that Parent shall use its commercially best efforts to make all filings required to be made by Parent Statutory Approvals and the filing of a report with the BEA pursuant to the HSR Act within 14 days following the date hereof; provided further, however, that in no event shall Parent make any such required filing pursuant to the HSR Act later than 28 days following the date hereofIISA. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, and Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub or their respective affiliatesGroup, in each either case, that appear in any application, notice, petition or filing made to or with any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement, it being understood and agreed that neither party shall unreasonably condition, withhold or delay its approval. Parent Group and the Company agree that they will (i) consult and cooperate with each other with respect to the obtaining of all such necessary approvals and authorizations of Governmental Entities and in connection with any investigation or other inquiry, including any proceedings initiated by a third party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity regarding any of the transactions contemplated hereby, (iii) permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with any Governmental Entity and (iv) to the extent agreed or not objected to by the relevant Governmental Entity, give the other party the opportunity to attend and participate in such meetings and conferences.
(b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially 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 reasonably necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all steps required to cause the conditions to the other party’s obligation to effect the Merger (as set forth in Article VI hereof) to be satisfied as promptly as reasonably practicable, (ii) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any Restraint stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iiiii) executing the execution and delivering delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement, and (iv) in . Notwithstanding the case of the Company, ordering a “NOBO List” or other stockholder or stock ledger informationforegoing, as and when used in this Section 5.04, “reasonable best efforts” shall not include nor require any party to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of any asset, in each case if such sale, separation or disposition or agreement with respect thereto would reasonably requested by Parentbe expected to have a Material Adverse Effect or Parent Material Adverse Effect (as applicable), or (B) conduct or agree to conduct its business in any particular manner if such conduct or agreement with respect thereto would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect (as applicable).
(c) Neither party shallParent Group shall not, and shall cause their respective Subsidiaries not cause or permit its Subsidiaries to, enter into, engage in or agree to engage in any transaction or series of transactions that would present a significant risk of making it more difficult for Parent Group or the Company to obtain any approval or authorization required in connection with the Merger or otherwise prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby.
(d) Parent Group shall not, and shall cause their respective Subsidiaries not to, enter into, engage in or agree to engage in any transaction or series of transactions that would prevent Parent Group and the Surviving Corporation from complying with the Settlement Agreement, including the Consent Order, and the Statement of Factors.
Appears in 2 contracts
Samples: Merger Agreement (Northwestern Corp), Merger Agreement (Northwestern Corp)
Regulatory Matters Reasonable Best Efforts. (a) Each party hereto shall cooperate and promptly prepare and file all necessary documentation documentation, to effect all necessary applications, notices, petitions and filings, and shall use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, things in order to obtain all approvals and authorizations of all Governmental Entitiesgovernmental entities, necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement. cDistro shall have the right to review and approve in advance all characterizations of the information relating to cDistro, including on the Required Approvals; providedone hand, however, that Parent shall use its commercially best efforts to make all filings required to be made by Parent pursuant to and the HSR Act within 14 days following the date hereof; provided further, however, that in no event shall Parent make any such required filing pursuant to the HSR Act later than 28 days following the date hereof. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, and Parent shall have on the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub or their respective affiliatesother hand, in each either case, that appear in any application, notice, petition or filing made to or with any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement, it being understood and agreed that neither party shall unreasonably condition, withhold or delay its approvalAgreement with any governmental entity. Parent cDistro and the Company agree that they will (i) consult and cooperate with each other with respect to the obtaining of all such necessary approvals and authorizations of Governmental Entities and in connection with any investigation or other inquiry, including any proceedings initiated by a third party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity regarding any of the transactions contemplated hereby, (iii) permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with any Governmental Entity and (iv) to the extent agreed or not objected to by the relevant Governmental Entity, give the other party the opportunity to attend and participate in such meetings and conferencesgovernmental entities.
(b) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable best efforts (subject to, and in accordance with, applicable legal requirements) to take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things reasonably necessary necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, effective the Merger and the other transactions contemplated by this Agreement, including (i) taking the obtaining of all steps required to cause the conditions to the other party’s obligation to effect the Merger (as set forth in Article VI hereof) to be satisfied as promptly as reasonably practicablenecessary consents or waivers from third parties and governmental entities, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any Restraint entered by any court or other Governmental Entity vacated or reversed, and (iii) executing the execution and delivering delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, and nothing in this Section 5.4(b) shall (ivi) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 7.1 so long as such party has up to then complied in the case of the Companyall material respects with its obligations under this Section 5.4(b) or require any party to offer, ordering a “NOBO List” or other stockholder or stock ledger information, as and when reasonably requested by Parent.
(c) Neither party shall, and shall not cause or permit its Subsidiaries to, enter into, engage in accept or agree to engage (A) dispose or hold separate any part of its businesses, operations, assets or product lines, (B) not compete in any transaction geographic area or series line of transactions that would present a significant risk business, (C) restrict the manner in which, or whether, such party or any of making it more difficult its affiliates may carry on business in any part of the world or (D) pay any consideration (other than ordinary course filing, application or similar fees and charges) to obtain any approval approval, consent or authorization required in connection with waiver from a third party necessary, proper or advisable to consummate the transactions contemplated hereby, including the Merger or (iii) require any party to this Agreement to contest or otherwise prevent resist any administrative or materially delay the consummation judicial action or proceeding, including any proceeding by a private party, challenging any of the Merger and the other transactions contemplated hereby, including the Merger, as violative of any antitrust law.
Appears in 1 contract
Regulatory Matters Reasonable Best Efforts. (a) Each party hereto shall cooperate and promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions and filings, and shall use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, in order to obtain all approvals and authorizations of all Governmental Entities, necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including the Required Approvals; provided, however, that Parent shall use its commercially best efforts to make all filings required to be made by Parent pursuant to the HSR Act within 14 days following the date hereof; provided further, however, that in no event shall Parent make any such required filing pursuant to the HSR Act later than 28 days following the date hereof. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, and Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub or their respective affiliates, in each case, that appear in any application, notice, petition or filing made to or with any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement, it being understood and agreed that neither party shall unreasonably condition, withhold or delay its approval. Parent and the Company agree that they will (i) consult and cooperate with each other with respect to the obtaining of all such necessary approvals and authorizations of Governmental Entities and in connection with any investigation or other inquiry, including any proceedings initiated by a third party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity regarding any of the transactions contemplated hereby, (iii) permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with any Governmental Entity and (iv) to the extent agreed or not objected to by the relevant Governmental Entity, give the other party the opportunity to attend and participate in such meetings and conferences.
(b) Upon On the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party shall use its commercially reasonable best efforts to takecause the Closing to occur, including using reasonable best efforts to take all actions reasonably necessary to comply promptly with all legal requirements and national securities exchange requirements that may be imposed on it or its subsidiaries with respect to the Closing. Without limiting the foregoing or the provisions set forth in Section 5.03(b) (and subject to the terms and limitations in Section 5.03(b)), each party shall use its reasonable best efforts to cause the Closing to occur on or prior to the Termination Date.
(b) Each of the Company and Parent shall as promptly as practicable but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, file or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate filed with the other parties in doing, all things reasonably necessary or advisable to consummate and make effective, in United States Federal Trade Commission (the most expeditious manner reasonably practicable, the Merger “FTC”) and the other United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated by this Agreement, including (i) taking all steps required to cause the conditions hereby and any supplemental information requested in connection therewith pursuant to the other party’s obligation to effect the Merger (as set forth in Article VI hereof) to be satisfied HSR Act and shall as promptly as reasonably practicable provide any supplemental information that reasonably may be requested by applicable Governmental Authorities relating thereto. Each of the Company and Parent shall consult with one another (and their respective advisers) as to the form and content of any notification and report form, filing, or supplemental information supplied to any Governmental Authority, and allow the Company or Parent, as applicable (and their respective advisers) to review the same (as may be redacted to remove any estimate of the valuation of the Company, its business or shares, or to preserve any applicable privilege) in advance of submission and make such amendments as either may reasonably request. Each of the Company and Parent shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. The Company and Parent shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Authority and shall respond as promptly as reasonably practicable to any such inquiry or request and shall as promptly as reasonably practicable provide any supplemental information reasonably requested in connection with the filings made hereunder pursuant to the HSR Act, and, to the extent permitted by any Governmental Authority: (i) to the extent reasonably practicable, inform each party prior to all material communications (including material telephone calls and meetings) with a Governmental Authority, (ii) defending allow either party the opportunity to participate in any lawsuits such calls and meetings to the extent reasonably practicable, and (iii) allow each party (and their respective advisers) to review any material written communications before submission and to make such amendments to such communications as either the Company or Parent may reasonably request. Each party shall provide the other legal proceedings(and their advisers) with a final copy of any supplemental information submitted to and any other material written communications with any Governmental Authority, whether judicial or administrative, challenging this Agreement or to the extent permitted by law. Each party shall use its reasonable best efforts to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement, including seeking pursuant to a request for an early termination of the waiting period thereunder. Parent shall pay the HSR filing fee.
(c) Notwithstanding anything herein to the contrary, nothing herein shall require Parent, its subsidiaries or affiliates (A) to propose, commit, offer to commit or otherwise effect, by undertaking, consent decree, hold separate order or otherwise, to the sale, divestiture, license or disposition of any assets or businesses of Parent or its subsidiaries or affiliates or of the Company or the Company Joint Ventures, or otherwise offer or commit to take any action (including any action that limits the freedom of action, ownership or control with respect to, or ability to retain or hold, any of the business, assets, product lines, properties or services of Parent or its subsidiaries or affiliates or of the Company or the Company Joint Ventures), (B) to oppose any motion or action for a temporary, preliminary or permanent injunction against the Merger or any portion thereof, including any legislative, administrative or judicial action, or to take any steps to have vacated, lifted, reversed, overturned, avoided, eliminated or removed any Restraint entered by any court decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under the HSR Act or (C) to agree to or take any action that, individually or in the aggregate, would have a material adverse effect on Parent or the Company and their respective subsidiaries and affiliates, taken as a whole, following the consummation of the transactions contemplated hereby. The Company shall not agree to take, or take, any of the actions contemplated by clauses (A) through (C) immediately above without the prior written consent of Parent.
(d) None of the parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to delay past the Termination Date or prevent consummation of the Merger, unless otherwise agreed to by the parties.
(e) In addition to the obligations under Section 5.03(b), each of Parent and the Company shall use its reasonable best efforts to obtain, and to cooperate in obtaining, all Consents from third parties, including Governmental Entity vacated Authorities (other than pursuant to efforts with respect to the HSR Act referenced in Section 5.03(b)), necessary or reversedappropriate to permit the consummation of the Merger and to provide, and cooperate in providing, notices to, and make or file, and cooperate in the making or filing of, registrations, declarations or filings with, third parties required to be provided prior to the Effective Time; provided, however, that no party shall be required to pay or commit to pay any significant amount to (iiior incur any significant liability or obligation in favor of) executing and delivering any additional instruments reasonably third party that is not a Governmental Authority from whom any such Consent, notice, registration, declaration or filing may be required (other than nominal filing or application fees).
(f) Without limiting the generality of the foregoing subsections of Section 5.03, the Company shall (i) take all action necessary to consummate ensure that no Takeover Law (and together with any other anti-takeover provision set forth in the Company’s certificate of incorporation or its bylaws, the “Takeover Provisions”), or Takeover Provision is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (ii) if any Takeover Law or Takeover Provision becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement, and (iv) in the case of the Company, ordering a “NOBO List” or other stockholder or stock ledger information, as and when reasonably requested by Parent.
(c) Neither party shall, and shall not cause or permit its Subsidiaries to, enter into, engage in or agree take all action necessary to engage in any transaction or series of transactions ensure that would present a significant risk of making it more difficult to obtain any approval or authorization required in connection with the Merger or otherwise prevent or materially delay the consummation of the Merger and the other transactions contemplated herebyby this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Takeover Law or Takeover Provision on the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Avedro Inc)
Regulatory Matters Reasonable Best Efforts. (a) Each party hereto shall cooperate and promptly prepare and file all necessary documentation documentation, to effect all necessary applications, notices, petitions and filings, and shall use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, things in order to obtain all approvals and authorizations of all Governmental Entitiesgovernmental entities, necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement. Home Bistro shall have the right to review and approve in advance all characterizations of the information relating to Home Bistro, including on the Required Approvals; providedone hand, however, that Parent shall use its commercially best efforts to make all filings required to be made by Parent pursuant to and the HSR Act within 14 days following the date hereof; provided further, however, that in no event shall Parent make any such required filing pursuant to the HSR Act later than 28 days following the date hereof. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, and Parent shall have on the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub or their respective affiliatesother hand, in each either case, that appear in any application, notice, petition or filing made to or with any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement, it being understood and agreed that neither party shall unreasonably condition, withhold or delay its approvalAgreement with any governmental entity. Parent Home Bistro and the Company agree that they will (i) consult and cooperate with each other with respect to the obtaining of all such necessary approvals and authorizations of Governmental Entities and in connection with any investigation or other inquiry, including any proceedings initiated by a third party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity regarding any of the transactions contemplated hereby, (iii) permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with any Governmental Entity and (iv) to the extent agreed or not objected to by the relevant Governmental Entity, give the other party the opportunity to attend and participate in such meetings and conferencesgovernmental entities.
(b) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable best efforts (subject to, and in accordance with, applicable legal requirements) to take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things reasonably necessary necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, effective the Merger and the other transactions contemplated by this Agreement, including (i) taking the obtaining of all steps required to cause the conditions to the other party’s obligation to effect the Merger (as set forth in Article VI hereof) to be satisfied as promptly as reasonably practicablenecessary consents or waivers from third parties and governmental entities, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any Restraint entered by any court or other Governmental Entity vacated or reversed, and (iii) executing the execution and delivering delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, and nothing in this Section 5.4(b) shall (ivi) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 7.1 so long as such party has up to then complied in the case of the Companyall material respects with its obligations under this Section 5.4(b) or require any party to offer, ordering a “NOBO List” or other stockholder or stock ledger information, as and when reasonably requested by Parent.
(c) Neither party shall, and shall not cause or permit its Subsidiaries to, enter into, engage in accept or agree to engage (A) dispose or hold separate any part of its businesses, operations, assets or product lines, (B) not compete in any transaction geographic area or series line of transactions that would present a significant risk business, (C) restrict the manner in which, or whether, such party or any of making it more difficult its affiliates may carry on business in any part of the world or (D) pay any consideration (other than ordinary course filing, application or similar fees and charges) to obtain any approval approval, consent or authorization required in connection with waiver from a third party necessary, proper or advisable to consummate the transactions contemplated hereby, including the Merger or (iii) require any party to this Agreement to contest or otherwise prevent resist any administrative or materially delay the consummation judicial action or proceeding, including any proceeding by a private party, challenging any of the Merger and the other transactions contemplated hereby, including the Merger, as violative of any antitrust law.
Appears in 1 contract
Regulatory Matters Reasonable Best Efforts. (a) Each party hereto shall cooperate and promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions and filings, and shall use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, in order to obtain all approvals and authorizations of all Governmental Entities, necessary or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including the Required Approvals; provided, however, that Parent shall use its commercially best efforts to make all filings required to be made by Parent pursuant to the HSR Act within 14 days following the date hereof; provided further, however, that in no event shall Parent make any such required filing pursuant to the HSR Act later than 28 days following the date hereof. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company, and Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent or Merger Sub or their respective affiliates, in each case, that appear in any application, notice, petition or filing made to or with any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement, it being understood and agreed that neither party shall unreasonably condition, withhold or delay its approval. Parent and the Company agree that they will (i) consult and cooperate with each other with respect to the obtaining of all such necessary approvals and authorizations of Governmental Entities and in connection with any investigation or other inquiry, including any proceedings initiated by a third party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity regarding any of the transactions contemplated hereby, (iii) permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with any Governmental Entity and (iv) to the extent agreed or not objected to by the relevant Governmental Entity, give the other party the opportunity to attend and participate in such meetings and conferences.
(b) Upon On the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party shall use its commercially reasonable best efforts to takecause the Closing to occur, including using reasonable best efforts to take all actions reasonably necessary to comply promptly with all legal requirements and national securities exchange requirements that may be imposed on it or its subsidiaries with respect to the Closing. Without limiting the foregoing or the provisions set forth in Section 5.03(b) (and subject to the terms and limitations in Section 5.03(b)), each party shall use its reasonable best efforts to cause the Closing to occur on or prior to the Termination Date.
(b) Each of the Company and Parent shall as promptly as practicable but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, file or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate filed with the other parties in doing, all things reasonably necessary or advisable to consummate and make effective, in United States Federal Trade Commission (the most expeditious manner reasonably practicable, the Merger "FTC") and the other United States Department of Justice (the "DOJ") the notification and report form, if any, required for the transactions contemplated by this Agreement, including (i) taking all steps required to cause the conditions hereby and any supplemental information requested in connection therewith pursuant to the other party’s obligation to effect the Merger (as set forth in Article VI hereof) to be satisfied HSR Act and shall as promptly as reasonably practicable provide any supplemental information that reasonably may be requested by applicable Governmental Authorities relating thereto. Each of the Company and Parent shall consult with one another (and their respective advisers) as to the form and content of any notification and report form, filing, or supplemental information supplied to any Governmental Authority, and allow the Company or Parent, as applicable (and their respective advisers) to review the same (as may be redacted to remove any estimate of the valuation of the Company, its business or shares, or to preserve any applicable privilege) in advance of submission and make such amendments as either may reasonably request. Each of the Company and Parent shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. The Company and Parent shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Authority and shall respond as promptly as reasonably practicable to any such inquiry or request and shall as promptly as reasonably practicable provide any supplemental information reasonably requested in connection with the filings made hereunder pursuant to the HSR Act, and, to the extent permitted by any Governmental Authority: (i) to the extent reasonably practicable, inform each party prior to all material communications (including material telephone calls and meetings) with a Governmental Authority, (ii) defending allow either party the opportunity to participate in any lawsuits such calls and meetings to the extent reasonably practicable, and (iii) allow each party (and their respective advisers) to review any material written communications before submission and to make such amendments to such communications as either the Company or Parent may reasonably request. Each party shall provide the other legal proceedings(and their advisers) with a final copy of any supplemental information submitted to and any other material written communications with any Governmental Authority, whether judicial or administrative, challenging this Agreement or to the extent permitted by law. Each party shall use its reasonable best efforts to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement, including seeking pursuant to a request for an early termination of the waiting period thereunder. Parent shall pay the HSR filing fee.
(c) Notwithstanding anything herein to the contrary, nothing herein shall require Parent, its subsidiaries or affiliates (A) to propose, commit, offer to commit or otherwise effect, by undertaking, consent decree, hold separate order or otherwise, to the sale, divestiture, license or disposition of any assets or businesses of Parent or its subsidiaries or affiliates or of the Company or the Company Joint Ventures, or otherwise offer or commit to take any action (including any action that limits the freedom of action, ownership or control with respect to, or ability to retain or hold, any of the business, assets, product lines, properties or services of Parent or its subsidiaries or affiliates or of the Company or the Company Joint Ventures), (B) to oppose any motion or action for a temporary, preliminary or permanent injunction against the Merger or any portion thereof, including any legislative, administrative or judicial action, or to take any steps to have vacated, lifted, reversed, overturned, avoided, eliminated or removed any Restraint entered by any court decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under the HSR Act or (C) to agree to or take any action that, individually or in the aggregate, would have a material adverse effect on Parent or the Company and their respective subsidiaries and affiliates, taken as a whole, following the consummation of the transactions contemplated hereby. The Company shall not agree to take, or take, any of the actions contemplated by clauses (A) through (C) immediately above without the prior written consent of Parent.
(d) None of the parties shall knowingly take, cause or permit to be taken or omit to take any action which such party reasonably expects is likely to delay past the Termination Date or prevent consummation of the Merger, unless otherwise agreed to by the parties.
(e) In addition to the obligations under Section 5.03(b), each of Parent and the Company shall use its reasonable best efforts to obtain, and to cooperate in obtaining, all Consents from third parties, including Governmental Entity vacated Authorities (other than pursuant to efforts with respect to the HSR Act referenced in Section 5.03(b) ), necessary or reversedappropriate to permit the consummation of the Merger and to provide, and cooperate in providing, notices to, and make or file, and cooperate in the making or filing of, registrations, declarations or filings with, third parties required to be provided prior to the Effective Time; provided, however, that no party shall be required to pay or commit to pay any significant amount to (iiior incur any significant liability or obligation in favor of) executing and delivering any additional instruments reasonably third party that is not a Governmental Authority from whom any such Consent, notice, registration, declaration or filing may be required (other than nominal filing or application fees).
(f) Without limiting the generality of the foregoing subsections of Section 5.03, the Company shall (i) take all action necessary to consummate ensure that no Takeover Law (and together with any other anti-takeover provision set forth in the Company's certificate of incorporation or its bylaws, the "Takeover Provisions"), or Takeover Provision is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (ii) if any Takeover Law or Takeover Provision becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement, and (iv) in the case of the Company, ordering a “NOBO List” or other stockholder or stock ledger information, as and when reasonably requested by Parent.
(c) Neither party shall, and shall not cause or permit its Subsidiaries to, enter into, engage in or agree take all action necessary to engage in any transaction or series of transactions ensure that would present a significant risk of making it more difficult to obtain any approval or authorization required in connection with the Merger or otherwise prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby.by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Takeover Law or Takeover Provision on the Merger and the other transactions contemplated by this Agreement. Section 5.04
Appears in 1 contract
Samples: Merger Agreement (GLAUKOS Corp)
