Regulatory Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby; (B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B); (C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; (D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries; (E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries; (F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and (G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing. (ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble. (iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 3 contracts
Samples: Sale and Contribution Agreement (Trimble Inc.), Sale and Contribution Agreement (Agco Corp /De), Sale and Contribution Agreement (Agco Corp /De)
Regulatory Matters. (ia) Subject The Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions set forth in this Agreementof all such permits, without limiting consents, approvals and authorizations of all such third parties or Governmental Entities (collectively, the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as “Regulatory Approvals”). As soon as practicable, and in any event, no later than ten (10) Business Days following practicable after the date of this AgreementAgreement (but in no event more than 75 days after the date hereof), Buyer shall prepare and file with the initial pre-merger notifications Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to obtain the Regulatory Approvals (excluding the Regulatory Approvals applicable solely to the Bank Merger), and shall use its reasonable best efforts to obtain each necessary approval of or consent to consummate the Merger. Buyer shall provide CFC with respect reasonable opportunities to this Agreement review and comment upon such documents before filing and to make such amendments and file such supplements thereto as CFC may reasonably request. Buyer shall provide CFC with copies of all material correspondence received from such Governmental Entities and all material responsive correspondence sent thereto. Buyer and CFC shall have the transactions contemplated herein required under right to review in advance, and each will consult the HSR Act for Trimble and AGCOother on, in each case, requesting early termination of the waiting period with respect case subject to applicable laws relating to the transactions contemplated hereby;
(B) as soon as reasonably practicableconfidentiality of information, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification all other information relating to Buyer or other form necessaryCFC, as the case may be, to obtain and any consentsof their respective Subsidiaries, clearances that appears in any filing made with, or approvals required under written materials submitted to, any third party or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated herebyby this Agreement. In exercising the foregoing right, including each of the Parties shall act reasonably and as promptly complying as practicable. Each Party shall consult with the other in advance of any meeting or modifying any requests for additional information (including any second request) by conference with any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or Entity in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior and, to the Outside Dateextent permitted by such Governmental Entity, including consenting give the other Party and its counsel the opportunity to attend and participate in such meetings and conferences. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals, and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Buyer, CFC, or any of their respective Subsidiaries to take any action, or commit to take any action, or agree to any divestiturecondition or restriction, salein connection with obtaining the foregoing permits, disposition consents, approvals, and authorizations of third parties or Governmental Entities, that the Buyer Board reasonably determines in good faith would have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries (taken as a whole) after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”).
(b) Each of Buyer and CFC shall, upon request, furnish to the other structural all information concerning itself and its Subsidiaries, directors, officers, and stockholders, and such other matters as may be reasonably necessary or conduct remedy advisable in order connection with the applications necessary to obtain clearance the Regulatory Approvals, the Joint Proxy Statement/Prospectus, the Form S-4, or any other statement, filing, notice, or application made by or on behalf of Buyer, CFC, or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Each of Buyer and CFC shall promptly advise the other upon receiving any communication from any Governmental Entity, provided, that any such action shall be conditioned on the consent or approval of which is required for consummation of the transactions contemplated by this Agreement; and provided, furtherthat causes such Party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or subject to a Materially Burdensome Regulatory Condition.
(d) Nothing contained in this Agreement shall give Buyer or CFC, thatdirectly or indirectly, notwithstanding anything the right to control or direct the operations of the other Party prior to the contrary hereinEffective Time. Prior to the Effective Time, subject to Article V, as applicable, Buyer and CFC each shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective business operations.
(ie) Trimble From the date of this Agreement until the Effective Time, each Party shall not be required promptly notify the other Party in writing of any pending or, to take the Knowledge of either Party (as the case may be), threatened Action or Order by any action with respect to Trimble Governmental Entity or any Affiliate other Person (a) challenging or business of Trimble, seeking material damages in connection with the Merger or the other than transactions contemplated by this Agreement or (b) seeking to restrain or prohibit the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects consummation of the Company and its Subsidiaries;
Merger or the other transactions contemplated by this Agreement. If any Action or Order is instituted (E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause threatened to be taken, all actions that are reasonably necessary, proper, or advisable to obtain instituted) challenging any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; providedAgreement as violative of any Law, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiarieseach Party shall, and (iii) Trimble shall not be permitted cause their respective Representatives to, cooperate and use reasonable best efforts to take contest and resist, except insofar as the Parties may otherwise agree, any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCOsuch Action or Order, and neither Trimble nor AGCO shall be required to take including any actions with respect to the Company and its Subsidiaries if such actionsAction or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, individually prevent or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects restrict consummation of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions Merger or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements other transactions contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 3 contracts
Samples: Merger Agreement (Carolina Financial Corp), Merger Agreement (United Bankshares Inc/Wv), Merger Agreement (Carolina Financial Corp)
Regulatory Matters. (ia) Subject Each of SCB and CBC shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the terms case of applications, notices, petitions and conditions set forth filings in this Agreement, without limiting the generality respect of the undertakings pursuant Requisite Regulatory Approvals, use their reasonable best efforts to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
make such filings within forty-five (A45) as soon as practicable, and in any event, no later than ten (10) Business Days following days of the date of this Agreement), file to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the initial pre-merger notifications Transaction, and to comply with respect the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. SCB and CBC shall have the right to this Agreement review in advance, and each will consult the transactions contemplated herein required under the HSR Act for Trimble and AGCOother on, in each case, requesting early termination of the waiting period with respect case subject to applicable Laws relating to the transactions contemplated hereby;
(B) as soon as reasonably practicableexchange of information, and in any event, within any applicable deadlines mandated by all the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification information relating to SCB or other form necessaryCBC, as the case may be, to obtain and any consentsof their respective Subsidiaries, clearances which appears in any filing made with, or approvals required under written materials submitted to, any third party or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with the Transaction. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining any such consentof all permits, clearanceconsents, approval, or authorization approvals and authorizations of such all third parties and Governmental Antitrust Entity that is necessary, proper Entities necessary or advisable to permit consummation consummate the Transaction and each party will keep the other apprised of the transactions contemplated hereby, including promptly complying status of matters relating to completion of the Transaction. Each party shall consult with the other in advance of any meeting or modifying any requests for additional information (including any second request) by conference with any Governmental Entity in connection with the Transaction and to the extent permitted by such Governmental Entity;, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable Law.
(Db) with respect to Antitrust Laws, to Each party shall use its reasonable best efforts to take, respond to any request for information and to cause each of its Affiliates to take, resolve any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws objection that may be asserted by any Governmental Entity, in each case, Entity with respect to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to or the Outside DateTransaction. Notwithstanding the foregoing, including consenting to any divestiture, sale, disposition or other structural or conduct remedy nothing contained in order to obtain clearance from any Governmental Entity, provided, that any such action this Agreement shall be conditioned on deemed to require SCB or CBC or any of their respective Subsidiaries, and neither SCB nor CBC nor any of their respective Subsidiaries shall be permitted (without the consummation written consent of the transactions contemplated by this Agreement; and providedother party), further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble action, or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required commit to take any action action, or agree to any condition or restriction, in connection with respect to AGCO obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, Regulatory Agencies that would reasonably be expected to have a material adverse effect Material Adverse Effect on the business, financial condition, or prospects of the Company Surviving Corporation and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative after giving effect to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement Merger and the Ancillary Agreements contemplated by this Agreement, taken as Bank Merger (a whole, without the prior written consent of Trimble“Materially Burdensome Regulatory Condition”).
(iiic) Trimble To the extent permitted by applicable Law, each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of their respective Subsidiaries to any Governmental Entity in connection with the Transaction (including, without limitation the Registration Statement).
(d) To the extent permitted by applicable Law, SCB and CBC shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the Transaction that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not take, be obtained or cause to that the receipt of any such approval will be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOdelayed.
Appears in 3 contracts
Samples: Merger Agreement (Southern California Bancorp \ CA), Merger Agreement (California BanCorp), Merger Agreement (Southern California Bancorp \ CA)
Regulatory Matters. (ia) Seasons shall promptly prepare and file with the SEC the Proxy Statement. Seasons shall use its reasonable best efforts to respond as promptly as practicable after such filing to any SEC comments thereon and will make additional filings in connection therewith that may be necessary and advisable in connection with the Seasons Stockholders Meeting (as hereinafter defined), and thereafter to mail the Proxy Statement to its stockholders.
(b) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date provisions of this Agreement, file the initial pre-merger notifications parties hereto shall cooperate with respect to this Agreement each other and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to takepromptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to cause each of its Affiliates to takeobtain as promptly as practicable all permits, any and all actions reasonably necessary to obtain any consents, clearances, approvals and authorizations of all third parties and Governmental Entities which are necessary or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws advisable to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable consummate the transactions contemplated by this Agreement (including the Merger) and to occur comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities.
(c) Parent and Seasons shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as promptly as practicable prior to may be reasonably necessary or advisable in connection with the Outside Datepreparation of the Proxy Statement or any other statement, including consenting filing, notice or application made by or on behalf of Parent, Seasons or any of their respective Subsidiaries to any divestiture, sale, disposition or Governmental Entity in connection with the Merger and the other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; .
(d) Seasons acknowledges and providedagrees that Parent intends to cause Seasons, furtheras the Surviving Company, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action merge with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company into Parent and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Seasons Bank merged with and into Cadence Bank immediately after the business, financial condition, or prospects of the Company and Effective Time. Seasons agrees that its Subsidiaries;
(E) with respect obligations pursuant to approvals or consents required under applicable FDI Laws, this Section 6.1 include an obligation to use its reasonable best efforts to take, or take all actions necessary to cause the National Bank Merger to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any consummated at such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingtime.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seasons Bancshares Inc), Agreement and Plan of Merger (Cadence Financial Corp)
Regulatory Matters. (ia) Subject During the period from the date hereof to the Tranche 2 Closing or the earlier termination of this Agreement, the parties hereto shall cooperate with each other and use reasonable best efforts to as soon as possible following the date hereof prepare and file, or cause the preparation and filing of, all necessary documentation (including, in the case of Buyer, the information requested by the face of the forms, instructions and other written requirements set forth on Exhibit B), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable following the date hereof (and, in any event, within 120 Business Days following the date hereof) all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions set forth of all such permits, consents, approvals and authorizations of all such Governmental Entities; provided that Buyer shall file the requisite application for approval with the United Kingdom’s Financial Conduct Authority no later than 30 Business Days following the date hereof. The parties shall use reasonable best efforts to provide the other the right to review in advance, and, to the extent practicable, consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Omega Parent, Omega UK, the Company or Buyer, as the case may be, and any of their respective Subsidiaries, which appears in any material filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, other than any portions of material so filed or submitted that contain confidential or proprietary information not directly related to the transactions contemplated hereby or information with respect to which a duty of confidence is owed to a third party. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. During the period from the date hereof to the Tranche 2 Closing or earlier termination of this Agreement, (i) the parties hereto agree that they will consult with each other with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable in connection with the transactions contemplated by this Agreement and each party will keep the other parties reasonably apprised of the status of matters relating to completion of the transactions contemplated herein; (ii) each party shall consult with the other parties in advance of any meeting or conference between such party and any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent reasonably requested by any other party and permitted by such Governmental Entity, give the other parties and/or their respective counsel the reasonable opportunity to attend and participate in such meetings and conferences; (iii) no party shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other parties (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) each party hereto shall promptly inform the other parties of any substantive oral communications with, and promptly provide copies of written communications with, any Governmental Entity regarding any filings. Promptly following the date hereof, the parties shall cooperate with each other to determine if any Additional Approvals are required, including consulting with the Company.
(b) Without limiting the generality of the undertakings pursuant to Section 6.1(a), during the period from the date hereof to the Tranche 2 Closing or earlier termination of this Section 7.4Agreement, Trimble, on the one hand, and AGCO, on the other hand, agree parties hereto shall use reasonable best efforts to take (i) provide or cause to be taken provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following actions:
the date hereof and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (Aii) as soon as practicabletake, and in use reasonable best efforts to cause its Subsidiaries to take, such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any event, Governmental Entity or expiration of applicable waiting periods; provided that Buyer shall file the premerger notification required under the HSR Act no later than ten (10) Business Days following the date of this Agreement, file hereof.
(c) Without limiting the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination generality of the waiting period with respect undertakings pursuant to the transactions contemplated hereby;
(B) Section 6.1(a), as soon as reasonably practicablepossible following the Tranche 1 Closing, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, parties shall submit to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each CFIUS a draft of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation joint voluntary notice of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information Tranche 2 Acquisition (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to the “CFIUS Notice”). The parties shall use their reasonable best efforts to takeprovide any requested supplemental information and other related information pursuant to the DPA, and submit a final CFIUS Notice and other related information pursuant to cause each of its Affiliates the DPA as soon as practicable after receiving any comments to takethe draft CFIUS Notice during the pre-notice consultation process; provided, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each casethat, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, extent that any such action shall be conditioned on it would not materially delay the consummation of the transactions contemplated by this Agreement; , nothing herein shall prohibit the parties from, in good faith, seeking to limit the scope or content of any such request. Omega Parent, Omega UK and providedthe Buyer shall use their reasonable best efforts to obtain the CFIUS Approval, further, that, notwithstanding which for the avoidance of doubt includes agreeing to reasonable restrictions proposed or imposed by CFIUS as a condition of receiving CFIUS Approval. Notwithstanding anything in this Agreement to the contrary hereincontrary, (i) Trimble neither Buyer or any of its affiliates shall not be required to take any action in order to obtain CFIUS Approval that would result in any arrangements, conditions or restrictions imposed by CFIUS that would, (a) except as provided in Section 6.1(d), reasonably be expected to result in a change to its business and/or operations or those of its Subsidiaries, or (b) limit or restrict the exercise of voting rights with respect to Trimble the Tranche 1 Shares or Tranche 2 Shares (any such arrangements, conditions or restrictions set forth in clauses (a) or (b), a “Burdensome Condition”); provided, however, that reasonable restrictions on access by the Buyer or any Affiliate of its affiliates to financial or business other sensitive information of Trimble, other than individual clients or customers of the Company or any of its Subsidiaries or employees, information systems or trade secrets of the Company or any of its Subsidiaries shall not be deemed a Burdensome Condition hereunder. The foregoing obligations and limitations shall apply in the Transferred Subsidiariesevent the parties seek Conditional CFIUS Approval of the Tranche 1 Acquisition.
(d) Following the date hereof, in the event that Omega Parent determines in good faith after consultation with external counsel and Buyer that any Requisite Regulatory Approval or any Additional Approval would not reasonably be expected to be obtained on or prior to the date that is 120 Business Days following the date hereof, (i) Omega Parent shall reasonably promptly notify Buyer of such determination and (ii) AGCO Buyer shall agree to, and cooperate with Omega Parent and the Company with respect to, any and all actions reasonably requested by Omega Parent (and, if applicable, approved by the Company) with respect to operations of the Company and/or its Subsidiaries to obtain, or render unnecessary, such Requisite Regulatory Approval or Additional Approval; provided that (x) any request made by Omega Parent pursuant to this Section 6.1(d) shall be reasonable in scope and consistent with the objective of minimizing Buyer’s liability for any costs and expenses in connection therewith and (y) Buyer shall not be required to take agree to, or cooperate with Omega Parent and Omega UK in taking, any action with respect to AGCO or any Affiliate or business the operations of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, that would reasonably be expected to have result in a material adverse effect on the business, financial condition, or prospects change to business and/or operations of the Company and its Subsidiaries;
(E) , taken as a whole. Buyer shall bear and pay all reasonable out-of-pocket costs and expenses incurred by Omega Parent, Omega UK, the Company or any of their respective affiliates in connection with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Lawsthe matters set forth in this Section 6.1(d); provided, that such costs and expenses shall not exceed $5,000,000 in the aggregate.
(e) For the avoidance of doubt, nothing in this Section 6.1 shall require Buyer or any such of its affiliates (other than the Company and its Subsidiaries) to take any action that would result in a Burdensome Condition.
(f) Each party shall be conditioned on promptly advise the other parties upon receiving any communication from any Governmental Entity whose consent or approval is required to bring about the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything Agreement that causes such party to the contrary herein, (i) Trimble shall believe that there is a reasonable likelihood that any Requisite Regulatory Approval or any Additional Approval will not be required to take any action with respect to Trimble obtained or any Affiliate or business of Trimble, other than that the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, such approval will be materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingdelayed.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (HNA Group Co., Ltd.)
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) As promptly as soon as practicable, and in any event, no later than ten (10) Business Days practicable following the date execution and delivery of this Agreement, file but in no event more than sixty (60) days from the initial pre-merger notifications date hereof, OceanFirst and Central Jersey shall cause to be prepared and filed all required applications and filings with respect to this Agreement and the transactions Regulatory Authorities which are necessary or contemplated herein required under for the HSR Act for Trimble and AGCO, in each case, requesting early termination obtaining of the waiting period with respect to Consents of the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification Regulatory Authorities or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying Merger. Such applications and filings shall be in such form as may be prescribed by the respective government agencies and shall contain such information as they may require. The Parties hereto will cooperate with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to each other and use reasonable their best efforts to takeprepare and execute all necessary documentation, to effect all necessary or contemplated filings and to cause each of its Affiliates to takeobtain all necessary or contemplated permits, any and all actions reasonably necessary to obtain any consents, clearancesapprovals, approvals rulings and authorizations of government agencies and third parties which are necessary or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws contemplated to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of consummate the transactions contemplated by this Agreement; , including, without limitation, those required or contemplated from the Regulatory Authorities, and providedthe shareholders of Central Jersey and OceanFirst. Each of the Parties shall have the right to review any filing, further, that, notwithstanding anything to the contrary hereinextent permitted by law, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial conditionmade with, or prospects of the Company and its Subsidiaries;
(E) written material submitted to, any government agencies in connection with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(iib) AGCO Each Party hereto will not takefurnish the other Party with all information concerning itself, its subsidiaries, directors, trustees, officers, shareholders and depositors, as applicable, and such other matters as may be necessary or cause advisable in connection with any statement or application made by or on behalf of any such Party to be takenany governmental body in connection with the transactions, any actions applications or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements filings contemplated by this Agreement. The Parties hereto will promptly furnish each other with copies of written communications received by them or their respective subsidiaries from, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits or delivered by any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be takenforegoing to, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member governmental body in respect of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this Agreement, without the prior written consent of AGCOhereby.
Appears in 2 contracts
Samples: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Central Jersey Bancorp)
Regulatory Matters. (ia) Subject Each of Advance, Advance Savings, Parkvale and the Bank shall cooperate with each other and use their best efforts to prepare all necessary documentation to effect all necessary filings within 30 days from the terms date of this Agreement and conditions set forth in to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) Agreement as soon as practicable, . The parties shall each have the right to review and approve in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect advance all information relating to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessaryother, as the case may be, to obtain and any consentsof their respective subsidiaries, clearances which appears in any filing made with, or approvals required under written material submitted to, any third party or governmental body in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; .
(b) Each of the parties will furnish each other with all information concerning themselves, their directors, officers and provided, further, that, notwithstanding anything stockholders and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of them to any governmental body in connection with the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company Merger and the Transferred Subsidiariesother transactions, (ii) AGCO shall not be required to take any action with respect to AGCO applications or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions filings contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(iic) AGCO Each of the parties will not takepromptly furnish each other with copies of written communications received by them from, or cause to be takendelivered by any of the foregoing to, any actions or do, or cause to be done, any things, governmental body in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact connection with the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement Merger and the Ancillary Agreements other transactions, applications or filings contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iiid) Trimble will not takeEach of Advance and Parkvale agrees that if such party shall become aware prior to the mailing date of the Proxy Statement of any information furnished by such party that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or cause to be takenomit to state any material fact necessary to make the statements therein not false or misleading, any actions or do, or cause to be done, any things that would be reasonably likely promptly inform the other parties thereof and to materially adversely affect take the economic benefits that any member of necessary steps to correct the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOProxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Parkvale Financial Corp), Agreement and Plan of Reorganization (Advance Financial Bancorp)
Regulatory Matters. (iThe Seller Entities and the Buyer shall cooperate and use all commercially reasonable efforts to promptly prepare and file all necessary documentation, effect all necessary applications, notices, petitions and filings and obtain all necessary permits, consents, approvals and authorizations of all governmental authorities necessary or advisable to obtain all required statutory approvals, including, without limitation, those described in Section 3(b)(ii) Subject of the Disclosure Schedule and pursuant to the terms and conditions set forth in this Agreement, without limiting the generality HSR Act. In furtherance of the undertakings pursuant foregoing, the Seller Entities and the Buyer shall cooperate and use all commercially reasonable efforts to this Section 7.4prepare and file any such applications, Trimblenotices, on the one handpetitions, filings and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, documents no later than ten (10) Business Days following business days from the date hereof or as soon thereafter as practicable and shall thereafter cooperate to diligently prosecute all such applications, notices, petitions, filings and other documents. Each Party shall, consistent with applicable law, before making any applications, notices, petitions or filings, provide a copy thereof to the other Parties for their review and shall consider incorporating the comments of this Agreementany other Party in good faith. Without limiting the generality of the foregoing, file the initial pre-merger notifications with respect Buyer shall not take any action, directly or indirectly, that could reasonably be expected to this Agreement cause any governmental authority to withhold or deny any permit, consent, approval or authorization set forth in Section 3(b)(ii) of the Disclosure Schedule. The Seller Entities and the transactions contemplated herein required Buyer shall (i) respond as promptly as practicable to any inquiries received from a governmental authority for additional information or documentation, and (ii) not extend any waiting period under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period or enter into any agreement with respect a governmental authority not to consummate the transactions contemplated hereby;
by this Agreement, except with the prior written consent of the other Parties hereto. The Buyer shall defend through litigation on the merits (Bincluding appeals) as soon as reasonably practicable, and any claim asserted in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, precourt or quasi-notification judicial or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement administrative agency of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consentfederal, clearancestate, approvallocal, or authorization foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent or materially delay consummation of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation any of the transactions contemplated herebyby this Agreement, including promptly complying with or modifying (B) cause any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as be rescinded following consummation. Each Party shall (i) promptly as practicable prior notify the other Party of any written communication to that Party from any governmental authority and, subject to applicable law, permit the Outside Date, including consenting other Party to review in advance any proposed written communication to any divestitureof the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, sale, disposition investigation or other structural inquiry concerning this Agreement or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and providedhereby, furtherunless it consults with the other Party in advance and, that, notwithstanding anything to the contrary hereinextent permitted by such governmental authority, (i) Trimble shall not be required gives the other Party the opportunity to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company attend and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, participate thereat; and (iii) Trimble shall not be permitted to take furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective representatives on the one hand, and any actions government or regulatory authority or members or their respective staffs on the other hand, with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Checkfree Corp \Ga\), Stock Purchase Agreement (Uil Holdings Corp)
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) As promptly as soon as practicable, and in any event, no later than ten (10) Business Days practicable following the date execution and delivery of this Agreement, file but in no event more than 60 days from the initial pre-merger notifications date hereof, Sun and Community shall cause to be prepared and filed all required applications and filings with respect to this Agreement and the transactions Regulatory Authorities which are necessary or contemplated herein required under for the HSR Act for Trimble and AGCO, in each case, requesting early termination obtaining of the waiting period with respect to Consents of the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification Regulatory Authorities or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying Merger. Such applications and filings shall be in such form as may be prescribed by the respective government agencies and shall contain such information as they may require. The parties hereto will cooperate with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to each other and use reasonable their best efforts to takeprepare and execute all necessary documentation, to effect all necessary or contemplated filings and to cause each of its Affiliates to takeobtain all necessary or contemplated permits, any and all actions reasonably necessary to obtain any consents, clearancesapprovals, approvals rulings and authorizations of government agencies and third parties which are necessary or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws contemplated to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of consummate the transactions contemplated by this Agreement; , including, without limitation, those required or contemplated from the Regulatory Authorities, and providedthe shareholders of Community. Each of the parties shall have the right to review and approve in advance, further, that, notwithstanding anything to the contrary herein, (i) Trimble which approval shall not be required to take unreasonably withheld, any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial conditionfiling made with, or prospects of the Company and its Subsidiaries;
(E) written material submitted to, any government agencies in connection with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(iib) AGCO Each party hereto will not takefurnish the other party with all information concerning itself, its Subsidiaries, directors, trustees, officers, shareholders and depositors, as applicable, and such other matters as may be necessary or cause advisable in connection with any statement or application made by or on behalf of any such party to be takenany governmental body in connection with the transactions, any actions applications or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements filings contemplated by this Agreement. Upon request, taken as a wholethe parties hereto will promptly furnish each other with copies of written communications received by them or their respective Subsidiaries from, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits or delivered by any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be takenforegoing to, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member governmental body in respect of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this Agreement, without the prior written consent of AGCOhereby.
Appears in 2 contracts
Samples: Merger Agreement (Sun Bancorp Inc /Nj/), Merger Agreement (Community Bancorp of New Jersey)
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of Buyer shall use its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions actions, and do or cause to be done all things, necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable the listing of the Buyer Shares on the NYSE effective upon the First Closing.
(b) Seller, on the one hand, and Buyer, on the other hand, shall cooperate with each other and use their respective reasonable best efforts to (i) promptly prepare and file (or cause to be filed) all necessary documentation to effect all applications, notices, petitions and filings to obtain as promptly as practicable all permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities that are reasonably necessary, proper, necessary or advisable to obtain consummate the transactions contemplated by this Agreement, (ii) use reasonable best efforts to cause the expiration or termination of any approvals applicable waiting periods, or consents receipt of required authorizations, as applicable, under the HSR Act, (iii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iv) comply with the terms and conditions of all such permits, consents, approvals, clearances and authorizations of all such Governmental Entities. Seller shall use its reasonable best efforts (and Buyer shall cooperate with Seller) to promptly (and in any event within five (5) Business Days after the date of this Agreement) prepare and file (or cause to be filed) any notice or application with FINRA as required under applicable FDI LawsFINRA and NASD rules. Each party shall have the right to review in advance, and, to the extent practicable, each party will consult the other party on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to such party and any of its Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the party apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by such party or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions; provided, however, that nothing in this Agreement shall be deemed to require any party to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals, clearances and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to such party and its Subsidiaries, taken as a whole) on such party.
(c) Subject to the proviso contained in Section 6.1(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each party shall cooperate in all respects with the other party and shall use its reasonable best efforts to contest and resist any such action shall be conditioned on the or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to . Notwithstanding the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble foregoing or any Affiliate other provision of this Agreement, nothing in this Section 6.1 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) or business of TrimbleSection 9.1(c) so long as such party has, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactionstermination, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingcomplied with its obligations under this Section 6.1.
(iid) AGCO will not takeEach party shall give prompt notice to the other party of any Action commenced or, to such party’s actual knowledge, threatened against, relating to or cause to be takeninvolving such party or any of its Subsidiaries or other Persons directly or indirectly controlled by it or any director or manager of any of the foregoing, any actions or do, or cause to be done, any things, in each case, pursuant which relates to this Section 7.4, that would be reasonably likely to materially adversely impact Agreement or the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this Agreement. Each party shall give the other party the opportunity to reasonably participate in the defense and settlement of any such Action and no such settlement shall be agreed to without each party’s prior written consent.
(e) Each party shall, taken as a wholeupon reasonable request, in a manner that is disproportionately adverse in a material respect relative furnish to the corresponding impact other party all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of such other party or any of their respective Subsidiaries to the economic benefits NYSE or any memner of Governmental Entity in connection with the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iiif) Trimble will not take, Each party shall promptly advise the other party upon receiving any communication from any Governmental Entity the consent or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member approval of which is required for consummation of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this AgreementAgreement that causes such party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, without and, to the prior written consent extent permitted by applicable Law, shall promptly provide the other party with a copy of AGCOsuch communication.
Appears in 2 contracts
Samples: Equity Purchase Agreement (ARC Properties Operating Partnership, L.P.), Equity Purchase Agreement (RCS Capital Corp)
Regulatory Matters. Through the Effective Time:
(ia) Subject OLB and BYBK shall cooperate with one another in the preparation of the Registration Statement (including the Prospectus/Proxy Statement) and all Applications, which shall be prepared by OLB and OLB’s counsel, to the extent such Applications are required to be filed by an OLB Company, and by BYBK and BYBK’s counsel, to the extent such Applications are required to be filed by a BYBK Company, and the making of all filings for, and shall use their reasonable best efforts to obtain, as promptly as practicable, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the Contemplated Transactions and to comply with the terms and conditions set forth of all such permits, consents, approvals, waivers and authorizations; provided, however, that in this Agreementno event shall OLB or BYBK be required to agree to any prohibition, without limiting limitation or other requirement that would (i) prohibit or materially limit the generality ownership or operation by OLB or any OLB Subsidiary of all or any material portion of the undertakings pursuant business or assets of BYBK or any BYBK Subsidiary, (ii) compel OLB or BYBK to this Section 7.4dispose of all or any material portion of either Party’s business or assets, Trimble(iii) impose a material compliance burden, penalty or obligation on OLB or BYBK, or (iv) otherwise materially impair the value of BYBK to OLB (any such requirement alone, or more than one handsuch requirement together, a “Burdensome Condition”).
(b) BYBK and AGCO, on OLB shall each promptly furnish the other handwith copies of written communications to, agree to take or cause to be taken the following actions:
(A) as soon as practicablereceived by them from, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period Regulatory Authority with respect to the transactions contemplated hereby;Contemplated Transactions to the extent permitted by Law.
(Bc) BYBK and OLB shall cooperate with each other in the foregoing matters and shall furnish the other with all information concerning itself as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification may be necessary or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or advisable in connection with any other applicable Laws including FDI LawsApplication or filing, including in any report filed with the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) SEC, made by or on behalf of such Party to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity or with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity Regulatory Authority in connection with obtaining any the Contemplated Transactions, and in each such consentcase, clearancethe information shall be accurate and complete in all material respects. In connection therewith, approvalBYBK and OLB shall use their reasonable good faith efforts to provide each other certificates, “comfort” letters and other documents reasonably requested by the other to the extent such disclosure is permitted by Law. Each Party shall have the right to review and approve in advance (such approval not to be unreasonably withheld, conditioned or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation delayed) all characterizations of the transactions contemplated hereby, including promptly complying with or modifying information relating to it and any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, Subsidiaries that appear in any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or filing made in connection with the Contemplated Transactions with any applicable Laws Regulatory Authority. In addition, OLB and enable all waiting periods under BYBK shall each give the other reasonable time to review the Registration Statement and any applicable Laws Application to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted be filed by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable it prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any time such action shall be conditioned on Application is filed with the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiariesrelevant Regulatory Authority, and (iii) Trimble each shall not be permitted to take any actions consult the other with respect to the Company substance and its Subsidiaries without the prior written consent status of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingfilings.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Merger Agreement (Old Line Bancshares Inc), Merger Agreement (Bay Bancorp, Inc.)
Regulatory Matters. Notwithstanding anything to the contrary herein or in the Security Documents, the Agents and the Lenders hereby agree that they will not take action pursuant to the Security Documents with respect to any item of Collateral associated with or related to any Communications License (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated extent such action is not permitted by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification FCC or other form necessary, as the case may be, to obtain any consents, clearances Governmental Authority or approvals required under or in connection with any other applicable Laws including FDI Lawslaws, including rules or regulations; or (ii) that would constitute or result in an assignment or a change of control of a Communications License (including, without limitation, an assignment or transfer of control (as those terms are defined by the Communications Act of 1934, as amended, or by the laws of any other Governmental Authority or in the jurisdictions set forth in Schedule 7.4(d)(i)(Brules or regulations of the FCC);
(C) now held by or to promptly provide, and cause each be issued to the Borrower or any of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approvalSubsidiaries, or authorization of such Governmental Antitrust Entity that is necessary, proper otherwise would require prior notice to or advisable to permit consummation of approval from the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition FCC or other structural Governmental Authority, without first providing such notice or conduct remedy obtaining such prior approval. The Borrower agrees to take any action which the Administrative Agent may reasonably request consistent with and subject to and in accordance with applicable law in order to obtain clearance from the FCC or any other relevant Governmental EntityAuthority such approval as may be necessary to enable the Lenders to exercise the full rights and benefits granted to the Lenders pursuant to this Agreement, provided, that any such action shall be conditioned on including the consummation use of the transactions Borrower’s commercially reasonable efforts to assist in obtaining the approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by this Agreement; the Security Documents for which such approval is required by law and providedspecifically, furtherwithout limitation, thatupon request at any time after the occurrence and during the continuance of an Event of Default, notwithstanding anything to prepare, sign and file with the FCC or any other relevant Governmental Authority the assignor’s or transferor’s and licensee’s portions of any application or applications for consent to the contrary herein, (i) Trimble shall not assignment or transfer of control of any Communications License that may be required to take necessary or appropriate under the rules of the FCC or such other Governmental Authority for approval of any action with respect to Trimble sale or any Affiliate or business transfer of Trimble, other than control of the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect Collateral pursuant to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects exercise of the Company Lenders’ rights and its Subsidiaries;
(E) with respect to approvals or consents required remedies under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions the Security Documents; provided that are reasonably necessary, proper, or advisable Borrower’s failure to obtain any approvals such approval shall not constitute a Default or consents required under applicable FDI Laws; providedEvent of Default. The Borrower further consents, that subject to obtaining any such action shall be conditioned on necessary approvals, to the consummation assignment or transfer of control of any Communications License to operate to a receiver, trustee, or similar official or to any purchaser of the transactions contemplated by this Agreement; providedCollateral pursuant to any Table of Contents public or private sale, furtherjudicial sale, thatforeclosure, notwithstanding anything or exercise of other remedies available to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be Lenders as permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingapplicable law.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Credit Agreement (Hughes Network Systems, LLC), Credit Agreement (Hughes Communications, Inc.)
Regulatory Matters. (ia) Subject to Each of Parent and the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one handCompany shall, and AGCOshall cause its Subsidiaries to, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use their respective reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, and assist and cooperate with the other party in taking, all actions that are reasonably necessary, proper, proper or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything comply promptly with all legal requirements with respect to the contrary hereinTransactions, (i) Trimble shall not including obtaining any third-party consent or waiver that may be required to take be obtained in connection with the Transactions, and, subject to the conditions set forth in Article VII, to consummate the Transactions (including actions required in order to effect the Bank Merger immediately after the Effective Time) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Regulatory Agency or other Governmental Entity that is required or advisable in connection with the Transactions, including the Merger and the Bank Merger (collectively, the “Regulatory Approvals”). The parties shall cooperate with each other and prepare and file, as promptly as possible after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Regulatory Agencies or other Governmental Entities that are necessary or advisable to consummate the Transactions, including the Regulatory Approvals.
(b) Each of Parent and the Company shall use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to Trimble this Agreement or any Affiliate or business of Trimblethe Transactions. Notwithstanding anything set forth in this Agreement, other than the Company and the Transferred Subsidiaries, (ii) AGCO under no circumstances shall not Parent be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiariesrequired, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries shall not be permitted (without the Parent’s prior written consent of AGCOin its sole discretion), and neither Trimble nor AGCO shall be required to take any actions with respect action, or commit to take any action, or agree to any condition or restriction, involving Parent, the Company and its or any of their respective Subsidiaries if such pursuant to this Section 6.1 or otherwise in connection with obtaining the foregoing actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would have, or would be reasonably likely to have, individually or in the aggregate, would reasonably be expected to have a material adverse effect Material Adverse Effect on the businessParent and its Subsidiaries, financial conditiontaken as a whole, or prospects of on the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in each case measured on a manner that is disproportionately adverse in a material respect scale relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement Company and the Ancillary Agreements contemplated by this Agreement, its Subsidiaries taken as a wholewhole (any of the foregoing, without a “Materially Burdensome Regulatory Condition”); provided, that, if requested by Parent, then the prior written consent of TrimbleCompany and its Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Company and its Subsidiaries only in the event the Closing occurs.
(iiic) Trimble Subject to applicable Law relating to the exchange of information, Parent and the Company shall, upon request, furnish each other with all information concerning Parent, the Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Transactions. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable; provided, however, that materials may be redacted (x) to remove references concerning the valuation of the businesses of the Parties and their respective Subsidiaries, (y) as necessary to comply with contractual agreements and (z) as necessary to address reasonable privilege or confidentiality concerns.
(d) Subject to applicable Law (including applicable Law relating to the exchange of information), the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the Transactions. Without limiting the generality of the foregoing, subject to applicable Law, (i) the Company and Parent shall promptly furnish each other with copies of non-confidential notices or other communications received by the Company, Parent or any of their respective Subsidiaries (or written summaries of communications received orally) from any third party or Governmental Entity with respect to the Transactions and (ii) Parent and the Company shall provide the other party with a reasonable opportunity to review in advance any proposed non-confidential communication to, including any filings with or other non-confidential written materials submitted to, any third party or Governmental Entity, and, to the extent practicable, each will not takeconsult the other party on all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or cause to be takenwritten materials submitted to, any actions third party or do, or cause to be done, any things that would be reasonably likely to materially adversely affect Governmental Entity in connection with the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOTransactions.
Appears in 2 contracts
Samples: Merger Agreement (Park Sterling Corp), Merger Agreement (SOUTH STATE Corp)
Regulatory Matters. (ia) Subject Within forty-five (45) days after the date hereof and so long as Southside and its accountants and advisors have cooperated with the preparation of the Registration Statement, Allegiant shall prepare and, subject to the terms review and conditions set forth consent of Southside, Southside shall file with the SEC the Registration Statement (or the equivalent in this Agreement, without limiting the generality form of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(Apreliminary proxy materials) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
shares of Surviving Corporation Common Stock to be issued in the Merger and the exercise of the Allegiant Stock Options after the Effective Time and shall use its best efforts to cause the Registration Statement to become effective. Within forty-five (B45) days after the date hereof and so long as soon as reasonably practicableSouthside and its accountants and advisors have cooperated with the preparation of such applications, Allegiant shall prepare and, subject to the review and consent of Southside, file an application for approval of the Merger with the Federal Reserve Board, and in such additional Regulatory Authorities as may require an application. Southside shall take any event, within action required to be taken under any applicable deadlines mandated by state blue sky or securities laws in connection with the jurisdictions set forth in Schedule 7.4(d)(i)(B)issuance of such shares and the exercise of such options, file any notification, pre-notification or other form necessary, and Allegiant and the Allegiant Subsidiaries shall furnish Southside all information concerning Allegiant and the Allegiant Subsidiaries and the shareholders thereof as the case Southside may be, to obtain any consents, clearances or approvals required under or reasonably request in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);such action.
(Cb) to promptly provide, Southside and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information Allegiant shall cooperate and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable their respective best efforts to takeprepare all documentation, to effect all filings and to cause each obtain all permits, consents, approvals and authorizations of its Affiliates to take, any all third parties and all actions reasonably Regulatory Authorities necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of consummate the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Merger Agreement (Allegiant Bancorp Inc), Merger Agreement (Southside Bancshares Corp)
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as As soon as practicable, and in any event, no later than ten event within twenty (1020) Business Days following after the date hereof, each of this Agreement, the parties hereto shall file any Notification and Report Forms and related material required to be filed by it with the initial pre-merger notifications with respect to this Agreement Federal Trade Commission and the transactions contemplated herein required Antitrust Division of the United States Department of Justice under the HSR Act and any similar required competition law filings under the laws of any foreign jurisdiction with respect to the transactions contemplated by this Agreement and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable.
(b) As soon as practicable, and in any event within twenty (20) Business Days after the date hereof, each of the parties hereto shall make, and shall cause its Subsidiaries to make, all necessary filings with or applications to any Governmental Authority that has issued a Xxxxxx Permit with respect to the transactions contemplated by the Transaction Agreements, including any necessary applications to the FCC for Trimble and AGCO, in each case, requesting early its consent to the transactions contemplated hereby with respect to the Xxxxxx FCC Licenses (the "FCC Consent Application").
(c) The parties shall: (i) use their reasonable best efforts to obtain prompt termination of any waiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period with respect to the transactions contemplated hereby;
purchase and sale of the Shares and the Transactions); (Bii) furnish to the other parties such information and assistance as soon as such parties reasonably practicablemay request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under any Antitrust Law; (iii) keep the other parties promptly apprised of any communications with, and inquiries or requests for information from, such Governmental Authorities; (iv) permit the other parties to review any material communication given by it to, and consult with the other parties in advance of any eventmeeting or conference with, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B)such Governmental Authority or, file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any proceeding by a private party, with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly providePerson, and cause each of its Affiliates to promptly providethe extent permitted by such applicable Governmental Authority or other Person, give the other parties the opportunity to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law attend and participate in such meetings and conferences; and (a “Governmental Antitrust Entity”v) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use their reasonable best efforts to takecause the conditions set forth in Sections 10.1(a), 10.1(b), 10.3(e) and to cause each 10.3(f) of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur be satisfied (including, in the case of Sections 10.3(e) and (f), to the extent the Closing is effected notwithstanding the failure of such conditions to be satisfied, using their reasonable best efforts to cause such conditions to be satisfied as promptly as practicable prior to following Closing). For the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation purposes of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken "Antitrust Law" means the Xxxxxxx Act, as a wholeamended, in a manner the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that is disproportionately adverse in a material respect relative are designed or intended to prohibit, restrict or regulate actions having the corresponding impact on the economic benefits any memner purpose or effect of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent monopolization or restraint of Trimbletrade or lessening of competition through merger or acquisition.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Hughes Electronics Corp), Stock Purchase Agreement (News Corp LTD)
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one handEach Party shall, and AGCOcause its Affiliates to, on use commercially reasonable efforts to as promptly as practicable after the other handEffective Date prepare and file, agree to take or cause to be taken the following actions:
(A) as soon as practicableprepared and filed, all necessary documentation to effect all applications, notices, petitions and filings with, and in any eventto obtain as promptly as practicable after the Effective Date all Consents of, no later than ten (10) Business Days following all Governmental Authorities and other third parties that are necessary or advisable to timely consummate the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein Transactions as required under applicable Antitrust Laws, including: (i) Notification and Report Forms with the FTC and DOJ if required by the HSR Act for Trimble and AGCOAct, in each case, requesting which forms will not request early termination of the waiting period prescribed by the HSR Act and (ii) filings required by the merger notification or control Laws or regulations of any other applicable jurisdictions, subject to the limitations set forth in Section 4.16(e) and (iii) to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or such other applicable foreign merger notification or merger control laws.
(b) The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the Transactions. Except as may be prohibited by any Governmental Authority, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any suit, claim, action, investigation or proceeding under or relating to the HSR Act or any other Antitrust Law. Each Party (the “Reviewing Party”) will have the right to review in advance, and each other Party (the “Filing Party”) will consult with the Reviewing Party on, all the information relating to the Reviewing Party and its Affiliates that appears in any filing or written materials submitted by the Filing Party to any Governmental Authority in connection with the Transactions. Each of the Parties agrees that none of the information regarding it or any of its Affiliates supplied or to be supplied by it, or to be supplied on its behalf, in writing specifically for inclusion in any documents to be filed with any Governmental Authority in connection with the Transactions will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) Each Party shall promptly advise the other Party upon receiving any material communication from any Governmental Authority relating to the Transactions or adversely affecting its ability to timely consummate any of the Transactions.
(d) Each Party agrees to cooperate and use its commercially reasonable efforts to contest and resist any action, including administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including by vigorously pursuing all available avenues of administrative and judicial appeal.
(e) Neither Party’s obligations under Section 4.15 to use commercially reasonable efforts to consummate the Transactions or to obtain the required Consents of Governmental Authorities under this Section 4.16 shall include (i) proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, the sale, transfer, license, divestiture or other disposition of, or any prohibition or limitation on the ownership, operation, effective control or exercise of full rights of ownership of, any of the businesses, product lines or assets of such Party or any of its Affiliates (including (x) with respect to Goodyear, GDTE and, following the Closing, NGY and its Subsidiaries, and (y) with respect to SRI, DGT and, following the Closing, GDTNA), (ii) terminating, modifying or assigning existing relationships, Contracts or obligations of such Party’s Group or those relating to any assets, properties or businesses to be acquired pursuant to this Agreement, (iii) changing or modifying any course of conduct regarding future operations of such Party’s Group or those relating to any assets, properties or businesses to be acquired pursuant to this Agreement, or (iv) otherwise taking or committing to take any other action that would limit the freedom of action of such Party or its Affiliates with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicableassets, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification properties or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause businesses to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, acquired pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement (Goodyear Tire & Rubber Co /Oh/)
Regulatory Matters. Notwithstanding anything to the contrary herein or in the Security Documents, the Agents and the Lenders hereby agree that they will not take action pursuant to the Security Documents with respect to any item of Collateral associated with or related to any Communications License (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated extent such action is not permitted by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification FCC or other form necessary, as the case may be, to obtain any consents, clearances Governmental Authority or approvals required under or in connection with any other applicable Laws including FDI Lawslaws, including rules or regulations; or (ii) that would constitute or result in an assignment or a change of control of a Communications License (including, without limitation, an assignment or transfer of control (as those terms are defined by the Communications Act of 1934, as amended, or by the laws of any other Governmental Authority or in the jurisdictions set forth in Schedule 7.4(d)(i)(Brules or regulations of the FCC);
(C) now held by or to promptly provide, and cause each be issued to the Borrower or any of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approvalSubsidiaries, or authorization of such Governmental Antitrust Entity that is necessary, proper otherwise would require prior notice to or advisable to permit consummation of approval from the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition FCC or other structural Governmental Authority, without first providing such notice or conduct remedy obtaining such prior approval. The Borrower agrees to take any action which the Administrative Agent may reasonably request consistent with and subject to and in accordance with applicable law in order to obtain clearance from the FCC or any other relevant Governmental EntityAuthority such approval as may be necessary to enable the Lenders to exercise the full rights and benefits granted to the Lenders pursuant to this Agreement, provided, that any such action shall be conditioned on including the consummation use of the transactions Borrower’s commercially reasonable efforts to assist in obtaining the approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by this Agreement; the Security Documents for which such approval is required by law and providedspecifically, furtherwithout limitation, thatupon request at any time after the occurrence and during the continuance of an Event of Default, notwithstanding anything to prepare, sign and file with the FCC or any other relevant Governmental Authority the assignor’s or transferor’s and licensee’s portions of any application or applications for consent to the contrary herein, (i) Trimble shall not assignment or transfer of control of any Communications License that may be required to take necessary or appropriate under the rules of the FCC or such other Governmental Authority for approval of any action with respect to Trimble sale or any Affiliate or business transfer of Trimble, other than control of the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect Collateral pursuant to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects exercise of the Company Lenders’ rights and its Subsidiaries;
(E) with respect to approvals or consents required remedies under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions the Security Documents; provided that are reasonably necessary, proper, or advisable Borrower’s failure to obtain any approvals such approval shall not constitute a Default or consents required under applicable FDI Laws; providedEvent of Default. The Borrower further consents, that subject to obtaining any such action shall be conditioned on necessary approvals, to the consummation assignment or transfer of control of any Communications License to operate to a receiver, trustee, or similar official or to any purchaser of the transactions contemplated by this Agreement; providedCollateral pursuant to any public or private sale, furtherjudicial sale, thatforeclosure, notwithstanding anything or exercise of other remedies available to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be Lenders as permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingapplicable law.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Credit Agreement (Hughes Communications, Inc.), Credit Agreement (Hughes Communications, Inc.)
Regulatory Matters. (ia) Subject The Parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions set forth in this Agreementof all such permits, without limiting consents, approvals and authorizations of all such third parties or Governmental Entities (collectively, the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as “Regulatory Approvals”). As soon as practicable, and in any event, no later than ten (10) Business Days following practicable after the date of this AgreementAgreement (but in no event more than 75 days after the date hereof), Chemical shall prepare and file with the initial pre-merger notifications Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to obtain the Regulatory Approvals (excluding the Regulatory Approvals applicable solely to the Bank Merger), and shall use its commercially reasonable efforts to obtain each necessary approval of or consent to consummate the Merger. Chemical shall provide Talmer with respect reasonable opportunities to this Agreement review and comment upon such documents before filing and to make such amendments and file such supplements thereto as Talmer may reasonably request. Chemical shall provide Talmer with copies of all material correspondence received from such Governmental Entities and all material responsive correspondence sent thereto. Chemical and Talmer shall have the transactions contemplated herein required under right to review in advance, and each will consult the HSR Act for Trimble and AGCOother on, in each case, requesting early termination of the waiting period with respect case subject to applicable laws relating to the transactions contemplated hereby;
(B) as soon as reasonably practicableconfidentiality of information, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification all other information relating to Chemical or other form necessaryTalmer, as the case may be, to obtain and any consentsof their respective Subsidiaries, clearances that appears in any filing made with, or approvals required under written materials submitted to, any third party or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated herebyby this Agreement. In exercising the foregoing right, including each of the Parties shall act reasonably and as promptly complying as practicable. Each Party shall consult with the other in advance of any meeting or modifying any requests for additional information (including any second request) by conference with any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or Entity in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior and, to the Outside Dateextent permitted by such Governmental Entity, including consenting give the other Party and its counsel the opportunity to attend and participate in such meetings and conferences. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals, and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Chemical, Talmer, or any of their respective Subsidiaries to take any action, or commit to take any action, or agree to any divestiturecondition or restriction, salein connection with obtaining the foregoing permits, disposition consents, approvals, and authorizations of third parties or Governmental Entities, that would have a Material Adverse Effect on the Surviving Corporation (a “Materially Burdensome Regulatory Condition”); provided, that a Materially Burdensome Regulatory Condition shall not be deemed to include (i) the applicability of any regulatory condition or requirement affecting the Surviving Corporation as a result of its expected asset size following the Merger; or (ii) except as would have a Material Adverse Effect on the Surviving Corporation, any requirement by a Governmental Entity that, as a condition to the Parties consummating the Merger, either Party or the Surviving Corporation divest of any amount of deposit liabilities, banking offices and/or loans.
(b) Each of Chemical and Talmer shall, upon request, furnish to the other structural all information concerning itself and its Subsidiaries, directors, officers, and shareholders, and such other matters as may be reasonably necessary or conduct remedy advisable in order connection with the applications necessary to obtain clearance the Regulatory Approvals, the Joint Proxy Statement, the Form S-4, or any other statement, filing, notice, or application made by or on behalf of Chemical, Talmer, or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Each of Chemical and Talmer shall promptly advise the other upon receiving any communication from any Governmental Entity, provided, that any such action shall be conditioned on the consent or approval of which is required for consummation of the transactions contemplated by this Agreement; and provided, furtherthat causes such Party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or subject to a Materially Burdensome Regulatory Condition.
(d) Nothing contained in this Agreement shall give Chemical or Talmer, thatdirectly or indirectly, notwithstanding anything the right to control or direct the operations of the other Party prior to the contrary hereinEffective Time. Prior to the Effective Time, subject to Article V, as applicable, Chemical and Talmer each shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective business operations.
(ie) Trimble From the date of this Agreement until the Effective Time, each Party shall not be required promptly notify the other Party in writing of any pending or, to take the Knowledge of either Party (as the case may be), threatened Action or Order by any action with respect to Trimble Governmental Entity or any Affiliate other Person (a) challenging or business of Trimble, seeking material damages in connection with the Merger or the other than transactions contemplated by this Agreement or (b) seeking to restrain or prohibit the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects consummation of the Company and its Subsidiaries;
Merger or the other transactions contemplated by this Agreement. If any Action or Order is instituted (E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause threatened to be taken, all actions that are reasonably necessary, proper, or advisable to obtain instituted) challenging any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; providedAgreement as violative of any Law, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiarieseach Party shall, and (iii) Trimble shall not be permitted cause their respective Representatives to, cooperate and use their commercially reasonable efforts to take contest and resist, except insofar as the Parties may otherwise agree, any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCOsuch Action or Order, and neither Trimble nor AGCO shall be required to take including any actions with respect to the Company and its Subsidiaries if such actionsAction or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, individually prevent or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects restrict consummation of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions Merger or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements other transactions contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Merger Agreement (Talmer Bancorp, Inc.), Merger Agreement (Chemical Financial Corp)
Regulatory Matters. (i) Subject to Neither the terms and conditions set forth in this AgreementCompany nor any of its Subsidiaries, without limiting the generality all or part of the undertakings pursuant to this Section 7.4whose rates or services are regulated by a Governmental Entity, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicablehas rates which have been or are being collected subject to refund, and pending final resolution of any suit, action or proceeding pending before a Governmental Entity or on appeal in any eventa court of competent jurisdiction, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
or (B) as soon as reasonably practicableis a party to any suit, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification action or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each proceeding before a Governmental Entity with jurisdiction over enforcement or on appeal from orders of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, which have had or would reasonably be expected to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actionshave, individually or in the aggregate, a Material Adverse Effect or would reasonably be expected to have a material adverse effect on prevent, materially delay or impair the business, financial condition, or prospects ability of the Company and to consummate the Merger or comply with its Subsidiaries;obligations under this Agreement.
(Eii) with With respect to approvals or consents required the FCC Private Licenses, (A) neither the Company nor any of its Subsidiaries is in “red light” status under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation rules and policies of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary hereinFCC, (iB) Trimble shall not be required none of the FCC Private Licenses is used to take provide commercial interconnected voice or data service and (C) none of the FCC Private Licenses was acquired by competitive bidding. Neither the Company nor any action with respect to Trimble or of its Subsidiaries holds any Affiliate or business of Trimble, FCC-issued authorizations other than the Company FCC Private Licenses. Except as would not have and the Transferred Subsidiaries, (ii) AGCO shall would not reasonably be required expected to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actionshave, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the businessMaterial Adverse Effect, financial condition, or prospects none of the Company and its Subsidiaries;
(F) to refrain fromFCC Private Licenses will be terminated, and to cause each of its Affiliates to refrain fromimpaired or become terminable, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in part, solely as a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member result of the Trimble Group reasonably expects to receive under this Agreement Merger and the Ancillary Agreements other transactions contemplated by this Agreement, taken so long as a wholethe FCC has, in a manner that is disproportionately adverse in a material respect relative prior to the corresponding impact on Closing, approved the economic benefits any memner of FCC Form 603 application or applications pertaining to the AGCO Group reasonably expects to receive under this Agreement FCC Private Licenses filed by the Company and Ultimate Parent in connection with the Merger and the Ancillary Agreements other transactions contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Merger Agreement (Transcanada Corp), Merger Agreement (Columbia Pipeline Group, Inc.)
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without Without limiting the generality of the undertakings pursuant to this Section 7.45.03, Trimbleeach of Seller and Purchaser shall, on the one handor shall cause their respective Subsidiaries and Affiliates to, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
use commercially reasonable efforts (Ai) as soon promptly as practicable, and in to make any event, no later than ten (10) Business Days following filing with the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement FTC and the transactions contemplated herein DOJ required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
by the Transaction Agreements, (Bii) as soon promptly as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, submit a notification within the meaning of Article 4(1) of the EC Merger Regulation in each case, to enable respect of the transactions contemplated by this Agreement the Transaction Agreements, (iii) as promptly as practicable, to occur make, or cause its Subsidiaries and Affiliates to make, any filing or notice required or advisable under any other antitrust, trade regulation, competition, communications, foreign investment or other law or regulation applicable to the Transaction Agreements or the transactions contemplated thereby and (iv) to provide any supplemental information requested in connection with such filings made under the HSR Act, the EC Merger Regulation or such other Applicable Law as promptly as practicable prior after such request is made. Each of Seller and Purchaser shall, and shall cause their respective Subsidiaries and Affiliates to, furnish to the Outside Dateother such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary or appropriate under the HSR Act, including consenting the EC Merger Regulation or such other Applicable Law or which is otherwise requested by the FTC, the DOJ, the European Commission or any other Governmental Authority in the course of any review of the transactions contemplated by the Transaction Agreements. Seller and Purchaser shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC, the DOJ, the European Commission or any other Governmental Authority.
(b) Without limiting the generality of Section 5.03, promptly following the execution and delivery by the Parties of this Agreement, the Parties shall, to any divestiturethe extent necessary or advisable, sale, disposition enter into discussions with the Governmental Authorities from whom consents or other structural non-actions are or conduct remedy may be required to be obtained in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on connection with the consummation of the transactions contemplated by this Agreementthe Transaction Agreements and use commercially reasonable efforts to obtain all such required consents or non-actions from such Governmental Authorities, in each case with respect to the transactions contemplated by the Transaction Agreements, so as to enable the Initial Closing to occur by the Target Initial Closing Date and the Subsequent Closings to occur as soon as reasonably possible thereafter.
(c) Without limiting the generality of Section 5.03, to the extent necessary in order to accomplish the foregoing, Purchaser shall propose, negotiate, agree or commit to and effect, by mitigation agreement, consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation by it or any of its Subsidiaries or Affiliates of, any portion of the business, properties or assets of Purchaser or any of its Subsidiaries or Affiliates or the Transferred Assets; and provided, furtherhowever, that, notwithstanding anything to the contrary herein, (i) Trimble that Purchaser shall not be required pursuant to take this Section 5.04 to (i) propose, commit to or effect any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall that is not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on upon the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred SubsidiariesTransaction Agreements, (ii) AGCO shall not be required commit to take or effect any action with respect to AGCO sale, divestiture or any Affiliate disposition of, or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions prohibition or limitation with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take ownership or operation by it or any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be doneof, any things that would be reasonably likely to material portion of (1x) prevent the Transferred Assets or materially delay receipt of any governmental approvalsthe Customer Care Business, (2y) prevent, materially delay the properties or materially impede the Closing, assets of Purchaser or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreementits Subsidiaries, taken as a whole, in a manner that is disproportionately adverse in a material respect relative or (z) the global business services business of Purchaser and its Subsidiaries, or (iii) commit to the corresponding impact or effect any such sale, divestiture, disposition or prohibition or limitation on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements its ownership or conduct as contemplated by this AgreementSection before Seller substantially complies with a Request for Additional Information issued by the FTC or DOJ pursuant to the regulations adopted under the HSR Act.
(d) Purchaser shall, taken to the extent not prohibited by Applicable Law or the relevant Governmental Authority, (1) seek prior consultation with Seller regarding any proposals it, or any of its Subsidiaries or Affiliates, intends to make to any Governmental Authority in order to obtain the satisfaction of the conditions set forth in Section 8.01(b), 8.02, 9.01(b) or 9.02 and (2) offer to include Seller and its external legal counsel at meetings (including scheduled telephone calls) with any Governmental Authority relating to the Transaction Agreements or the transactions contemplated by the Transaction Agreements. Each Party shall, to the extent not prohibited by Applicable Law or the relevant Governmental Authority, (i) give the other Party reasonable advance notice of all meetings (which includes scheduled telephone calls) with any Governmental Authority relating to the HSR Act, the EC Merger Regulation or any other antitrust, trade regulation, competition, communications, foreign investment or other Applicable Law applicable to the Transaction Agreements or the transactions contemplated thereby (“Relevant Matters”), (ii) not participate independently in any meeting (which includes scheduled telephone calls) with any Governmental Authority relating to Relevant Matters without first giving the other Party (and the other Party’s external legal counsel) an opportunity to attend and participate in such meeting, (iii) to the extent practicable, give the other Party reasonable advance notice of all oral communications (other than scheduled telephone calls, which are dealt with in (i) and (ii) above) with any Governmental Authority relating to Relevant Matters and give the other Party (and its external legal counsel) an opportunity to participate in such communications, (iv) if any Governmental Authority initiates an oral communication relating to Relevant Matters or to the extent it is not practicable to give the other Party advance notice of any oral communication (other than scheduled telephone calls, which are dealt with in (i) and (ii) above) in accordance with (iii) above, promptly notify the other Party of the substance of such communication, (v) provide the other Party (and its external legal counsel) with a reasonable advance opportunity to review and comment upon and consider in good faith all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) to be made or submitted by or on behalf of the other Party to any Governmental Authority relating to Relevant Matters and (vi) promptly provide the other Party with copies of all written communications to or from any Governmental Authority relating to Relevant Matters; provided that each Party shall not be obligated to disclose competitively sensitive material to the other Party and may, as a wholeit deems advisable or necessary, without withhold or redact such competitively sensitive material, and such material shall only be provided on an outside counsel basis. Each of Seller and Purchaser shall not, and shall cause their respective Subsidiaries and Affiliates not to, (I) extend any waiting period or agree to refile under the HSR Act or the EC Merger Regulation (except with the prior written consent of Trimble.
the other Party, which consent shall not be unreasonably withheld, conditioned or delayed), (iiiII) Trimble will enter into any agreement with the FTC, the DOJ or the European Commission agreeing not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect consummate the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this Agreement, without the Transaction Agreements (except with the prior written consent of AGCOthe other Party, which consent shall not be unreasonably withheld, conditioned or delayed), or (III) otherwise willfully delay or obstruct the procedures under the HSR Act or the EC Merger Regulation, or fail to take any action necessary for obtaining clearance or approval from the FTC, the DOJ or the European Commission (except with the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed).
(e) Each of Seller and Purchaser shall not take, or omit to take, any action if such action or omission is reasonably likely to materially interfere with or materially delay the consummation of the transactions contemplated by the Transaction Agreements or the satisfaction of any condition thereto.
(f) Each of Seller and Purchaser, and their respective Subsidiaries and Affiliates, will coordinate and cooperate fully with each other in developing information with respect to regulatory issues and providing such assistance as the other Party may reasonably request in connection with regulatory reviews. Each Party will consult and cooperate with the other Party and will consider in good faith the views of the other Party in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with this Agreement.
Appears in 2 contracts
Samples: Master Asset Purchase Agreement, Master Asset Purchase Agreement (Synnex Corp)
Regulatory Matters. (ia) Subject The Parties shall co-operate in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of the Parties to be necessary to discharge its respective obligations or otherwise advisable under Applicable Laws in connection with the Arrangement and this Agreement as promptly as practicable hereafter.
(b) Each Party shall promptly notify the other Party if at any time before the Effective Time it becomes aware that the Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any circular or other filing under Applicable Laws contains a misrepresentation, or information that otherwise requires an amendment or supplement to the terms Circular, such application, circular or filing, and conditions set forth the Parties shall co-operate in this Agreementthe preparation of such amendment or supplement as required, without limiting including the generality distribution and filing of such amendment or supplement by the Parties.
(c) Each Party will promptly inform the other Party of any requests or comments made by Securities Authorities in connection with the Circular or the Arrangement. Each of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on Parties will cooperate with the other hand, agree to take or cause to and shall diligently do all such acts and things as may be taken reasonably required in the following actions:
(A) as soon as practicable, and manner contemplated in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination context of the waiting period preparation of the Circular and use its commercially reasonable efforts to resolve all requests or comments made by Securities Authorities with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, Circular or the Arrangement and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable required filings under Applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay after receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingthereof.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 2 contracts
Samples: Arrangement Agreement (Stem Holdings, Inc.), Arrangement Agreement (Gran Tierra Energy Inc.)
Regulatory Matters. (ia) Subject to the terms Each of Parent and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one handCompany shall, and AGCOshall cause its Subsidiaries to, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use their respective reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, and assist and cooperate with the other party in taking, all actions that are reasonably necessary, proper, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including actions required in order to effect the Bank Merger simultaneously with the Effective Time and to continue any contract or agreement of Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Regulatory Agency or other Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement, including the Merger and the Bank Merger (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as possible after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Regulatory Agencies or consents required other Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, under applicable FDI Laws; providedno circumstances shall Parent be required, and Company and its Subsidiaries shall not be permitted (without Parent’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Parent, Company or their respective Subsidiaries pursuant to this Section 6.1 or otherwise in connection with obtaining the foregoing actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would have, or would be reasonably likely to have, individually or in the aggregate, a material adverse effect in respect of Parent and its Subsidiaries, taken as a whole, or Company and its Subsidiaries, taken as a whole, in each case measured on a scale relative to Company and its Subsidiaries taken as a whole (including, for the avoidance of doubt, any determination by an Regulatory Agency or other Governmental Entity that the Bank Merger may not be consummated as contemplated herein, including simultaneously with the Effective Time, or that either of the Formal Agreements will not terminate and be of no further force and effect (and without on-going conditions or restrictions) as of and following the consummation of the Bank Merger, a “Materially Burdensome Regulatory Condition”); provided that, if requested by Parent, then Company and its Subsidiaries will take or commit to take any such action action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Company and its Subsidiaries only in the event the Closing occurs.
(b) Subject to applicable Laws relating to the exchange of information, Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall be conditioned on act reasonably and as promptly as practicable.
(c) Subject to applicable Law (including applicable Laws relating to the consummation exchange of information), Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement; provided. Without limiting the generality of the foregoing, furthersubject to applicable Law, that, notwithstanding anything to the contrary herein, Company shall (i) Trimble shall not be required to take promptly furnish Parent with copies of notices or other communications received by Company or any action of its Subsidiaries (or written summaries of communications received orally), from any third party or Governmental Entity with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiariestransactions contemplated by this Agreement, (ii) AGCO shall not be required provide Parent a reasonable opportunity to take review in advance, and accept the reasonable comments of Parent in connection with, any action proposed communication to, including any filings with respect to AGCO or other written materials submitted to, any Affiliate or business of AGCO, other than the Company and the Transferred SubsidiariesGovernmental Entity, and (iii) Trimble shall not be permitted consider in good faith Parent’s views with respect to, and confer in good faith with Parent to take resolve, any actions disagreement as to strategy with respect to the any communication by Company and or any of its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar third party relating to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this Agreement. Company shall not, taken as a wholeand shall cause its Subsidiaries to not, participate in a manner that is disproportionately adverse any meeting or substantive discussion, either in a material respect relative person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with Parent in advance and, to the corresponding impact extent not prohibited by applicable Law, gives Parent the opportunity to attend and participate. Any such disclosures or rights to participate may be made on an outside counsel-only basis to the economic benefits any memner of the AGCO Group reasonably expects to receive extent required under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimbleapplicable Law.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (a) The parties shall cooperate with one another and use their commercially reasonable efforts to make any applicable regulatory or antitrust or competition law filings as soon as possible, including, without limitation, (i) Subject any Notification and Report Forms and related material required to be filed by it with the terms Federal Trade Commission and conditions set forth in this Agreement, without limiting the generality Antitrust Division of the undertakings pursuant to this Section 7.4, Trimble, on United States Department of Justice under the one hand, and AGCO, on the other hand, agree to take or cause to HSR Act (any HSR filing shall be taken the following actions:
(A) as soon as practicable, and in any event, no later than made within ten (10) Business Days following of the date of this Agreement), file (ii) any required filings under any other Antitrust Laws, (iii) any required notifications to the initial preDepartment of Defense and U.S. security agencies, (iv) a submission of a joint notification to the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to Section 721 of the Defense Production Act of 1950, as amended (the “Exon-merger Florio Amendment”), (v) any filings or notifications required to be made prior to the Closing under the AECA and ITAR and (vi) any filings or notifications reqxxxxx to be made prior to the Closing to OFAC.
(b) Each of Parent and the Company shall (i) make, and shall cause its Subsidiaries and Affiliates to make, an application to the FCC for its consent to the transactions contemplated hereby with respect to any Company Permit issued by the FCC (the “FCC Consent Application”), within thirty-five (35) Business Days after the date hereof and (ii) use their commercially reasonable efforts to make, and shall cause its Subsidiaries and Affiliates to use their commercially reasonable efforts to make, all necessary filings with or applications to any other Governmental Authority that has issued a Company Permit with respect to the transactions contemplated by this Agreement as soon as reasonably practicable.
(c) Parent and the Company shall, and shall cause their respective Subsidiaries and Affiliates to: (i) use their reasonable best efforts to obtain prompt termination of any waiting period under the HSR Act and prompt termination of any other requisite waiting period under any applicable Law, including without limitation any waiting period under the laws of the European Union, Austria, Germany or other member state of the European Union; (ii) cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 5.5, including subject to Applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party and such party’s Subsidiaries to a Governmental Authority or received from such a Governmental Authority in connection with the transactions contemplated by this Agreement, provided, however, that materials may be redacted (x) to remove references concerning the valuation of Parent, Buyer, the Company, or any of their Subsidiaries, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns; (iii) furnish to the other parties such information and assistance as such parties reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority; (iv) subject to applicable Law, promptly inform the other party of any communications with, and inquiries or requests for information from, such Governmental Authorities in connection with the transactions contemplated by the Agreement; (v) subject to applicable Law, consult with the other parties in advance of any meeting or conference, whether in person or by telephone, with any such Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by such applicable Governmental Authority or other Person, give the other parties the opportunity to attend and participate in such meetings and conferences; and (vi) use their reasonable best efforts to cause the Regulatory Conditions to be satisfied and to cause any such approvals required to be obtained in a timely manner for the Closing.
(d) Buyer and the Company shall, and shall cause their respective Subsidiaries and Affiliates to: (i) use reasonable best efforts to diligently prosecute all applications with the FCC, including the FCC Consent Application, and all similar foreign Governmental Authorities for consent to the transactions contemplated herein required under and to provide all appropriate filings and notifications to foreign Governmental Authorities, (ii) furnish to the HSR Act other parties such information and assistance as such parties reasonably may request in connection with the preparation or prosecution of any such applications, and (iii) keep the other parties promptly apprised of any communications with, and inquiries or requests for Trimble and AGCOinformation from, in each case, requesting early termination of the waiting period such Governmental Authorities with respect to the transactions contemplated hereby;.
(Be) as soon as reasonably practicableIn furtherance and not in limitation of the covenants of the parties contained in Sections 5.5(a), (b), (c), and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B(d), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, party agrees to use its reasonable best efforts to takeaddress such objections, and if any, as may be asserted with respect to cause each the transactions contemplated hereby under the Communications Act of its Affiliates to take1934, as amended (the “Communications Act”), any and all actions reasonably necessary rule, regulation or policy of the FCC, and/or any statute, rule, regulation or policy of any other Governmental Authority with respect to obtain any consentsthe operation of channels of radio communication and/or the provision of communications services (including without limitation -39- the provision of direct-to-home video programming) (collectively, clearances, approvals “Communications Regulation”) or authorizations required under or in connection with any applicable Laws Antitrust Law; provided, however, that, nothing in this Agreement shall require Sellers, the Company, Buyer or Parent to agree to (i) the imposition of conditions on, (ii) the requirement of divestiture of, or (iii) any licensing or hold separate or similar arrangements with respect to, or conduct of business arrangements or under-takings or other limits to the right of Buyer or Parent to own the Company and enable all waiting periods under any applicable Laws its Subsidiaries or the right of the Company or its Subsidiaries to expire own or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entityoperate, in each case, any material portion of the assets, properties or businesses of the Company or any of its Subsidiaries (any of the foregoing, a “Restriction”), other than any restriction or Restrictions that, in the aggregate are not materially more burdensome than the Restrictions that exist as of the date hereof with respect to enable the ownership, operation, monitoring or control by the Sellers of the Company and its Subsidiaries (an “Unacceptable Restriction”); provided, further, that Parent and Buyer shall be obligated hereunder to negotiate in good faith and offer to enter into Restrictions that are not Unacceptable Restrictions if required to do so in order to cause any Regulatory Condition to be satisfied. In connection with the foregoing, each party agrees to cooperate and use its reasonable best efforts to assist in any defense by any other party hereto of the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from before any Governmental Entity, provided, that any such action shall be conditioned on the consummation of Authority reviewing the transactions contemplated by this Agreement; , including by providing (as promptly as practicable) such information as may be requested by such Governmental Authority or such assistance as may be reasonably requested by the other party hereto in such defense. Parent and provided, further, that, notwithstanding anything to Buyer shall not take (and the contrary herein, (i) Trimble Company shall not be required to take take) any action with respect to Trimble or any Affiliate or business of Trimble, other than the foregoing actions if such actions would bind the Company and to do something irrespective of whether the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO Closing occurs or any Affiliate or business of AGCO, other than would have an adverse impact on the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted prior to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ib) Subject During the Contract Period, subject to the terms and conditions set forth in this AgreementSection 5.5, without limiting the generality each of the undertakings pursuant to this Section 7.4parties will promptly furnish each other with copies of written communications received by them or any of their respective Subsidiaries from, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in delivered by any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with foregoing to, any governmental body in respect to of the applications or notices seeking approval for the transactions contemplated hereby;.
(Bc) as soon as reasonably practicableNotwithstanding that NorCrown believes that it has established all reserves and taken all provisions for possible loan losses required by GAAP and applicable laws, rules and regulations, NorCrown recognizes that VNB may have adopted different loan, accrual and reserve policies (including loan classifications and levels of reserves for possible loan losses). During the Contract Period and in any eventorder to formulate the plan of integration for the Merger, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or NorCrown and VNB shall consult and cooperate with each other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required conforming to take any action with respect the extent appropriate, based upon such consultation, NorCrown’s loan, accrual and reserve policies and NorCrown’s other policies and procedures regarding applicable regulatory matters, including without limitation Board of Governors of the Federal Reserve, The Bank Secrecy Act and FDIC matters, to Trimble or any Affiliate or business those policies of Trimble, other than the Company and the Transferred SubsidiariesVNB as VNB may reasonably identify to NorCrown from time to time, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business new extensions of AGCO, other than credit by VNB where the Company and the Transferred Subsidiariesaggregate exposure exceeds $1,000,000, and (iii) Trimble shall not be permitted to take any actions with respect conforming, based upon such consultation, the composition of the investment portfolio and overall asset/liability management position of NorCrown to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Lawsextent appropriate; provided, provided that any such action shall be conditioned on required change in NorCrown’s practices in connection with the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, matters described in clause (i) Trimble shall or (iii) above need not be required effected (A) more than five days prior to take any action with the Effective Time and (B) unless and until all necessary regulatory, governmental and shareholder approvals and consents have been received, all statutory waiting periods in respect thereof have expired, Valley agrees in writing that all conditions precedent to Trimble or any Affiliate or business of Trimble, the Closing have occurred (other than the Company delivery of certificates, opinions and other instruments and documents to be delivered at the Transferred SubsidiariesClosing). No accrual, (ii) AGCO shall not reserve or other action taken, made, or failed to be required to take any action with respect to AGCO made or taken, by NorCrown or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, NorCrown Subsidiary pursuant to this Section 7.4subsection, that would or any litigation or regulatory proceeding arising out of any such accrual or reserve, shall constitute or be reasonably likely deemed to materially adversely impact the economic benefits be a breach or violation of any member representation, warranty, covenant, condition or other provision of the Trimble Group reasonably expects to receive under this Agreement and or to constitute a termination event within the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner meaning of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of TrimbleArticle VII hereof.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject The Parties shall promptly cooperate with each other in the preparation of the Proxy Statement. Masontown shall promptly mail the Proxy Statement to its shareholders and shall publish and send the notices required by Section 215(a) of the National Bank Act.
(b) The Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications (including applications of Interim Sub), notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties which are necessary or advisable to consummate the Transactions. Each Party shall have the right to review in advance, and to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on extent practicable each will consult with the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCOon, in each casecase subject to applicable laws relating to the exchange of information, requesting early termination of all the waiting period information which appears in any filing made by another Party or written materials submitted by another Party to any third party or any Governmental Entity in connection with the Transactions. In exercising the foregoing right, each Party shall act reasonably and as promptly as practicable. The Parties agree that they will consult with each other with respect to the transactions contemplated hereby;obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each Party will keep the other Parties apprised of the status of matters relating to completion of the Transactions. The Parties agree that they will use their reasonable best efforts to cause the Closing Date to occur by April 30, 2002.
(Bc) Each Party shall, upon the request of another Party, furnish to such other Party all information concerning itself and its Subsidiaries, their respective present and former directors and officers, the shareholders of Masontown and such other matters as soon as may be reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification necessary or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or advisable in connection with any other applicable Laws including FDI Lawsstatement, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly providefiling, and cause each notice or application made by or on behalf of a Party or any of its Affiliates Subsidiaries to promptly provide, to each any Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approvalthe Transactions.
(d) Each Party shall promptly furnish the other Parties with copies of written communications received from, or authorization of such Governmental Antitrust Entity that is necessarydelivered to, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member respect of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of TrimbleTransactions.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Agreement and Plan of Consolidation (Parkvale Financial Corp)
Regulatory Matters. (a) Without limiting clause 3.3, each party:
(i) Subject (applying for Regulatory Approvals) must promptly apply for or file all relevant Regulatory Approvals for which it is the party responsible and provide the other parties with a copy of those applications or notifications (provided that any commercially sensitive information may be redacted from the copy provided);
(ii) (assistance) agrees to provide reasonable assistance to the terms and conditions set forth other parties in this Agreement, without limiting order to enable the generality other parties to obtain any Regulatory Approvals for which the other party is the party responsible;
(iii) (Regulatory Approvals process) must take all steps it is responsible for as part of the undertakings pursuant Regulatory Approval process, including responding to this Section 7.4, Trimble, on requests for information and documentary material at the one handearliest practicable time;
(iv) (representation) has the right to be represented and make submissions at any meeting with any Governmental Authority relating to a Regulatory Approval; and
(v) (consultation) must consult with the other parties in advance in relation to all applications and other communications (whether written or oral, and AGCO, on whether direct or via a Representative) with any Governmental Authority relating to any Regulatory Approval and keep the other hand, agree parties fully informed of progress in relation to take or cause to be taken the following actionsobtaining of the Regulatory Approval and:
(A) provide the other parties with drafts of any applications and other written communications to be sent to a Governmental Authority and make any amendments as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;other party reasonably requires; and
(B) as soon as reasonably practicable, and in provide copies of any event, within any applicable deadlines mandated by written communications sent to or received from a Governmental Authority to the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification other parties promptly upon despatch or other form necessary, receipt (as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior case to the Outside Date, including consenting extent it is reasonable to do so.
(b) Before providing any divestiture, sale, disposition document or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything information to the contrary hereinother parties (in this clause 3.4(b), the “Recipient”) pursuant to clause 3.4(a) or 9.7, a party (in this clause 3.4(b), the “Discloser”) may redact any part of that document, or not disclose any part of that information, which contains or is confidential, non-public information (“Sensitive Commercial Information”) if the Discloser reasonably believes that:
(i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business the Sensitive Commercial Information is of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Lawscommercially sensitive nature; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.or
(ii) AGCO the disclosure of the Sensitive Commercial Information to the Recipient would be damaging to the commercial or legal interests of the Discloser or any of its related bodies corporate, and may provide the document or disclose the information to the Recipient with any Sensitive Commercial Information redacted or excluded, provided that, where Sensitive Commercial Information is so redacted or excluded, the Discloser must provide the Recipient with as much detail about the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing the Sensitive Commercial Information, and provide to the Recipient’s external legal counsel a complete and unredacted version of the document or information, on the basis that the Recipient’s external legal counsel will not take, or cause to be taken, share any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner information that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken marked as a whole, without the prior written consent of TrimbleSensitive Commercial Information.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms The Company and conditions set forth in this AgreementBuyer shall, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, practicable and in any event, no later than event within ten (10) Business Days following after the date of this AgreementSigning Date, file the initial pre-merger notifications with respect to this Agreement Notification and the transactions contemplated herein required Report Forms under the HSR Act (the “HSR Filing”) with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice and, as soon as practicable after the Signing Date, make such other filings, notices, petitions, statements, registrations, submissions of information, applications and other documents as the Parties determine are necessary under applicable Antitrust Law or regulations. The Company and Buyer 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 or other applicable Antitrust Law. Each of the Company and Buyer will promptly inform the other Party of any material communication received by such Party from any Governmental Authority relating to the HSR Filing. Each of the Company and Buyer will (i) use its respective reasonable best efforts to comply as expeditiously as possible with all requests of any Governmental Authority for Trimble additional information and AGCOdocuments, including information or documents requested under the HSR Act or other applicable Antitrust Law; (ii) not (A) extend any waiting period under the HSR Act or any applicable Antitrust Law or (B) enter into any agreement with any Governmental Authority not to consummate the Transactions, except, in each case, requesting early termination with the prior consent of the waiting period other Parties and (iii) cooperate with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, other Parties and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to takecontest and resist any Action, including legislative, administrative or judicial action, and to cause each of its Affiliates to takehave vacated, lifted, reversed or overturned any and all actions reasonably necessary to obtain any consentsOrder (whether temporary, clearancespreliminary or permanent) that restricts, approvals prevents or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on prohibits the consummation of the transactions contemplated by this Agreement; and providedTransactions. Without limiting the generality of the foregoing, further, that, notwithstanding anything to the contrary herein, (i) Trimble Buyer shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiariestake, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessarynecessary or advisable or as may be required by any Governmental Authority to expeditiously (and in any event, properprior to the End Date) consummate the Transactions, including (1) selling, licensing or otherwise disposing of, or advisable holding separate and agreeing to obtain sell, license or otherwise dispose of, any approvals businesses, entities, assets or consents required under applicable FDI Laws; providedfacilities of the Company after the Closing or any business, entity, facility or asset of Buyer or its Affiliates, (2) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (3) amending, assigning or terminating existing licenses or other agreements of Buyer or any of its Affiliates (other than terminations that would result in a breach of a license or such action other agreement with a third party) and entering into such new licenses or other agreements, so long as the aforementioned actions are conditioned upon the Closing. The “reasonable best efforts” of Seller and the Company contemplated by this Section 7.6 shall not require Seller or the Company or any of their Affiliates to expend any money to remedy any breach of any representation or warranty hereunder, to commence any litigation or arbitration proceeding, to offer or grant or otherwise provide any accommodation (financial or otherwise) to any Person or to provide financing to Buyer for the completion of the Transactions. All costs incurred in connection with the foregoing, including the HSR Act filing fee and the Parties’ costs and expenses of complying with a request for additional information or documentary material pursuant to the HSR Act, shall be conditioned on borne by Buyer.
(b) In the event any Action by any Governmental Authority or other Person is commenced which questions the validity or legality of the Transactions or seeks damages in connection therewith, the Parties agree to cooperate and use reasonable best efforts to defend against such Action and, if an Order is issued in any Action, to use reasonable best efforts to have such Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated Transactions prior to the End Date.
(c) Except as specifically required by this Agreement; provided, furtherBuyer shall not, thatand shall cause its Affiliates not to, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action action, or refrain from taking any action, the effect of which would be to delay or impede the ability of the Parties to promptly consummate the Transactions. Without limiting the generality of the foregoing, Buyer shall not, and shall cause its Affiliates and their respective ultimate parent entities and Subsidiaries not to, acquire or agree to acquire, by merging with respect to Trimble or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial conditionPerson, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions otherwise acquire or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing agree to acquire any assets or businesses engaged equity interests, if the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to: (i) impose any delay in whole the obtaining of, or in part in a line increase the risk of business similar not obtaining, any clearance, approval or consents of any Governmental Authority necessary to consummate the Business; and
(G) contestTransactions or the expiration or termination of any applicable waiting period, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, increase the risk of any Governmental Authority investigating or cause to be taken, any actions seeking or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact entering an Order prohibiting the economic benefits any member consummation of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this AgreementTransactions, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will increase the risk of not take, being able to remove any such Order on appeal or cause to be taken, any actions otherwise or do, (iv) delay or cause to be done, any things that would be reasonably likely to materially adversely affect prevent the economic benefits that any member consummation of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOTransactions.
Appears in 1 contract
Regulatory Matters. (ia) Subject Newco, Lycos and TMCS shall promptly prepare and file with the SEC the Proxy/Information Statement, and Newco shall promptly prepare and file with the SEC the S-4, in which the Proxy/Information Statement will be included as a prospectus. Newco shall use its reasonable best efforts to have the terms S-4 declared effective under the Securities Act as promptly as practicable after such filing, and conditions set forth in Lycos and TMCS shall thereafter mail or deliver the Proxy/Information Statement to their respective stockholders. Newco shall use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, Lycos and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement TMCS shall furnish all information concerning Lycos and the transactions contemplated herein required under holders of Lycos Capital Stock, or TMCS and the HSR Act for Trimble and AGCO, in each case, requesting early termination holders of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessaryTMCS Capital Stock, as the case may be, to obtain any consents, clearances or approvals required under or as may be reasonably requested in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);such action.
(Cb) to promptly provide, The parties hereto shall cooperate with each other and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use their reasonable best efforts to takepromptly prepare and file all necessary documentation, to effect all applications, notices, petitions and to cause each of its Affiliates to takefilings, any and all actions reasonably necessary to obtain any as promptly as practicable all permits, consents, clearances, approvals and authorizations of all third parties and Governmental Entities which are necessary or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws advisable to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable consummate the transactions contemplated by this Agreement (including, without limitation, the Mergers) and the Option Agreements, and to occur comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent, Lycos and TMCS shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Parent, TMCS or Lycos, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable prior practicable. The parties hereto agree that they will consult with each other with respect to the Outside Dateobtaining of all permits, including consenting consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions con- templated by this Agreement and the Option Agreements and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein.
(c) Newco, Lycos and TMCS shall, upon request, furnish the other parties hereto with all information concerning themselves, their Subsidiaries, affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy/Information Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Newco, Lycos, TMCS or any of their respective Subsidiaries to any divestitureGovernmental Entity in connection with the Transactions contemplated by this Agreement.
(d) Lycos and TMCS shall, saleand Parent shall cause Newco to, disposition or promptly advise the other structural or conduct remedy in order to obtain clearance parties hereto upon receiving any communication from any Governmental Entity, provided, that any such action shall be conditioned on the Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything Agreement or the Option Agreements that causes such party to the contrary herein, (i) Trimble shall believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be required to take any action with respect to Trimble obtained or any Affiliate or business of Trimble, other than that the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, such approval will be materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingdelayed.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Usa Networks Inc)
Regulatory Matters. (a) Each of the Buyer and the Company shall, and shall cause their respective Affiliates to, (i) Subject to as promptly as practicable but in no event later than the terms and conditions set forth in this Agreementthird (3rd) Business Day following the date hereof, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take file or cause to be taken filed the following actions:
filings required of it or any of its Affiliates with any applicable Governmental Authority or required under applicable Law in connection with this Agreement and the transactions contemplated hereby, which filings include, if available, a request for early termination of the applicable waiting period under the Hxxx-Xxxxx-Xxxxxx Act; (Aii) use commercially reasonable efforts to obtain the required consents from Governmental Authorities, including antitrust clearance under the Hxxx-Xxxxx-Xxxxxx Act and under any other applicable Antitrust Law, as soon promptly as practicable, and in any eventevent prior to the Outside Date; (iii) at the earliest practicable date substantially comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Governmental Authority; (iv) “withdraw and refile” the filings required under the Hxxx-Xxxxx-Xxxxxx Act at the suggestion or recommendation of the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission; and (v) consult in advance and cooperate with the other party in connection with, no later than ten and permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any communications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party in connection with any inquiry, investigation or Proceeding under or relating to any applicable Laws. Each of the Buyer and the Company will (10A) Business Days following promptly inform the date other party of the content and status of any oral communication with, and promptly provide the other party copies of any written communication made to or received by either the Buyer or the Company, as the case may be, from any Governmental Authority regarding any such filing or any of the transactions contemplated hereby, and, subject to applicable Law, permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any such Governmental Authority and incorporate the other parties’ reasonable comments; (B) not participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this AgreementAgreement or the transactions contemplated hereby, file or enter into any agreement with any Governmental Authority, unless, to the initial preextent permitted by applicable Law, it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and/or participate; provided, however, that notwithstanding the foregoing, each party may have individual independent discussions with any Governmental Authority regarding (i) any request under the Hxxx-merger notifications Xxxxx-Xxxxxx Act or other Antitrust Laws for additional information, documents or other materials received by it or any of its Affiliates from any Governmental Authority or (ii) any matter involving confidential, proprietary or competitively sensitive information; provided, further, however, that the Buyer may conduct such meetings or discussions if the Buyer determines in good faith, taking into account the relevant facts and circumstances at the time, that the taking of such action is reasonably likely to enhance the likelihood of obtaining any antitrust clearance under the Hxxx-Xxxxx-Xxxxxx Act or any other applicable Antitrust Law by the Outside Date; and (C) furnish the other party with copies of all correspondence, filings, written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated herein required hereby. Notwithstanding anything in this Section 6.9, materials may be redacted to (x) remove references to valuation, (y) as necessary to comply with contractual requirements and applicable Laws and (z) as necessary to address reasonable attorney-client work product or other confidentiality or privileged concerns.
(b) Notwithstanding any advance of funds by Buyer related to the filing submission, the Buyer and the Company shall each be responsible for the payment of fifty percent (50%) of the filing fee under the HSR Act Hxxx-Xxxxx-Xxxxxx Act. Each party shall be responsible for Trimble the payment of its and AGCOany of its respective Affiliates’ expenses, including reasonable legal fees and expenses, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection complying with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests request for additional information or documentary material from any Governmental Authority.
(including c) Notwithstanding the foregoing, nothing contained in this Agreement shall be construed so as to require the Buyer or any second requestof its respective Affiliates, without the Buyer’s written consent, or the Company or any of its respective Affiliates, without both the Company’s and the Buyer’s written consent, to (i) sell, license, dispose of, hold separate or operate in any specified manner any of its respective assets, properties or businesses (or to agree or commit to any of the foregoing), (ii) enter into any consent decree, Order or Contract with any Governmental Authority or other Person that alters its business or commercial practices in any way or that in any way limits or could reasonably be expected to limit the right of the Buyer to own, operate or retain all or any portion of the Shares or all or any portion of the Buyer’s or the Company’s assets, properties or businesses or the Buyer’s freedom of action with respect thereto or to otherwise receive the full benefits of this Agreement, (iii) contest, resist or defend any investigation or Proceeding instituted (or threatened to be instituted) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals Governmental Authority or authorizations required under other Person challenging this Agreement or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Dateor (iv) have vacated, including consenting to lifted, reversed or overturned any divestitureOrder (whether temporary, salepreliminary or permanent) or any Law that is effect and that enjoins, disposition restrains, prevents, prohibits or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on makes illegal the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything . Notwithstanding any provisions of this Agreement to the contrary hereincontrary, (i) Trimble shall not be required the obligations of each party under Sections 6.2 and 6.9 of this Agreement to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO use commercially reasonable efforts shall be required limited to take any actions compliance with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects reporting provisions of the Company Hxxx-Xxxxx-Rxxxxx Act and any other Antitrust Law and with its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive express obligations under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.Section 6.9.
Appears in 1 contract
Samples: Stock Purchase Agreement (Stewart Information Services Corp)
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO Parent shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use their respective reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the Merger as promptly as practicable, including in connection with (i) preparing and filing as promptly as practicable with any thingsGovernmental Body documentation to effect all necessary or desirable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Body that are necessary or desirable to consummate the Merger as promptly as practicable.
(b) In furtherance and not in limitation of the foregoing, each of the Company and, solely to the extent required under applicable Law as mutually determined by Parent and the Company, Parent shall make, with respect to the Merger: (i) no later than 10 Business Days after the date hereof, a Notification and Report Form pursuant to the HSR Act, as applicable; and (ii) as promptly as practicable after the date hereof, all filings required pursuant to applicable Antitrust Laws as described in Section 5.2(b) of the Company Disclosure Schedule.
(c) Each of the Company and Parent shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Body, including in connection with any Antitrust Laws applicable to the Contemplated Transactions, (ii) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Body, including pursuant to the HSR Act, as applicable, (iii) if any request for additional information and documents, including a “second request” under the HSR Act, as applicable, is received from any Governmental Body, then substantially comply with any such request at the earliest practicable date, (iv) not extend any waiting period or agree to refile under the HSR Act, as applicable, or any other Antitrust Law except with the prior consent of the other Party, and (v) take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods under the HSR Act, as applicable, and any other Antitrust Laws, and obtain all other required consents, authorizations, orders and approvals from Governmental Bodies, as promptly as practicable.
(d) If any objections are asserted with respect to the Contemplated Transactions by any Governmental Body, including under the HSR Act, as applicable, or any other applicable Law (including applicable Antitrust Laws), or if any action is instituted or threatened by any Governmental Body or any private party challenging the transaction as violative of the HSR Act, as applicable, or any other applicable Law (including applicable Antitrust Laws), the Parties shall, and shall cause their respective Affiliates to, take any and all actions to resolve such objections as promptly as practicable and in any event prior to the End Date. The Company and Parent shall oppose, fully and vigorously, (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the Contemplated Transactions and (B) any request for, the entry of, and seek to have vacated or terminated, any order that could restrain, prevent or delay the consummation of the transaction, including in the case of either (A) or (B) by defending through litigation any action asserted by any Person in any court or before any Governmental Body as may be required (x) by the applicable Governmental Body in order to resolve such objections as such Governmental Body may have to such transactions under the HSR Act, as applicable, or any other applicable Law (including any other applicable Antitrust Law) or (y) by any domestic or foreign court or other tribunal, in any action challenging the transaction as violative of the HSR Act, as applicable, or any other applicable Law (including other applicable Antitrust Law), in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transaction.
(e) Subject to applicable Law relating to the sharing of information, each Party shall (i) furnish the other Party with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given, which the Party may limit to sharing only with the external legal counsel of the other Party) and correspondence (A) prepared by or on behalf of such Party for any Governmental Body and affording the other Party the opportunity to comment and participate in responding, where appropriate; or (B) received by or on behalf of such Party from any Governmental Body, in each casecase in connection with the consents, pursuant to this Section 7.4authorizations, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements orders or approvals contemplated by this Agreement, taken Section 5.2 and (ii) use reasonable best efforts to consult with and keep the other Party informed as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on status of such matters. Further, no Party shall, nor shall it permit any of its Representatives to, meet or engage in substantive conversations with any Governmental Body or representative of such Governmental Body in connection with obtaining any such consent, authorization, order and approval unless it consults with the economic benefits any memner of other Party in advance and, to the AGCO Group reasonably expects extent not precluded by applicable Law, offers the other Party the opportunity to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimbleparticipate in such meeting or conversation.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Merger Agreement (Sesen Bio, Inc.)
Regulatory Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 7.46.5, Trimble, on each of the one hand, Company (in the case of Subsections 6.5(d)(i) and AGCO, on the other hand, (iii) set forth below) and Parent (in all cases set forth below) agree to take or cause to be taken the following actions:
(Ai) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, prompt provision to each and every federal, state, local or foreign court or Governmental Entity (including FERC) with jurisdiction over enforcement any Company Approvals or Parent Approvals of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents reasonably requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is are necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entitythis Agreement;
(Dii) with respect to Antitrust Lawsthe FERC Approval, the expiration or earlier termination of the waiting period applicable to the consummation of the Merger under the HSR Act, and any other approval or consent of a Governmental Entity arising due to a change in Law after the date of this Agreement, the prompt use reasonable of its best efforts to takeobtain all such necessary approvals and avoid the entry or enactment of any permanent, and to cause each of its Affiliates to takepreliminary or temporary injunction or other order, any and all actions reasonably necessary to obtain any consentsdecree, clearancesdecision, approvals determination, judgment or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire Law that would restrain, prevent, enjoin, materially delay or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the prohibit consummation of the transactions contemplated by this Agreement; , including the proffer and providedagreement by Parent of its willingness to sell or otherwise dispose of, furtheror hold separate pending such disposition, thatand promptly to effect the sale, notwithstanding anything to the contrary hereindisposal and holding separate of, (i) Trimble shall not be required to take any action with respect to Trimble such assets, categories of assets or any Affiliate businesses or business other segments of Trimble, other than the Company or Parent or either’s respective Subsidiaries or Affiliates (and the Transferred Subsidiariesentry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any proceeding in any forum or (y) issuance, enactment or enforcement of any order, decree, decision, determination, judgment or Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Governmental Entity; and
(iii) best efforts to take, in the event that any permanent, preliminary or 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 proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would restrain, prevent, enjoin, materially delay or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (ii) AGCO of this Section 6.5(d)) necessary 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 such consummation on a schedule as close as possible to that contemplated by this Agreement; provided that nothing in Section 6.5(a) or this Section 6.5(d) shall not be required obligate Parent to take any action with respect proffer, agree or commit to AGCO or any Affiliate or business of AGCO, other than the Company (A) modify Parent’s and the Transferred its Subsidiaries, and ’ (iii) Trimble shall not be permitted to take any actions with respect to including the Company and its Subsidiaries without Subsidiaries) anticipated capital structure (including levels of indebtedness) as set forth in the prior written consent Financing Commitments in effect on the date hereof (or in any Financing Commitments thereafter having a capital structure reflecting at least as much equity financing as is reflected in the Financing Commitments in effect on the date hereof) in any material respect following the Closing, (B) subject to Parent’s representations in Sections 5.2(g) and 5.2(h) being true and correct in all material respects, any modification in the identity of AGCOthe equityholders of Parent and its Affiliates or the amounts of their equity investment as set forth in the Equity Financing Commitments on the date hereof, and neither Trimble nor AGCO shall be required to take or (C) any actions with respect Material Baseload Divestiture Requirement, except to the Company and its Subsidiaries if extent that any such actionsdivestiture or submission set forth in this clause (C) would not, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the ClosingMaterial Adverse Effect.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Merger Agreement (Txu Corp /Tx/)
Regulatory Matters. Notwithstanding anything to the contrary herein or in the Second Lien Security Documents, the Agents and the Lenders hereby agree that they will not take action pursuant to the Second Lien Security Documents with respect to any item of Collateral associated with or related to any Communications License (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated extent such action is not permitted by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification FCC or other form necessary, as the case may be, to obtain any consents, clearances Governmental Authority or approvals required under or in connection with any other applicable Laws including FDI Lawslaws, including rules or regulations; or (ii) that would constitute or result in an assignment or a change of control of a Communications License (including, without limitation, an assignment or transfer of control (as those terms are defined by the Communications Act of 1934, as amended, or by the laws of any other Governmental Authority or in the jurisdictions set forth in Schedule 7.4(d)(i)(Brules and regulations of the FCC);
(C) now held by or to promptly provide, and cause each be issued to the Borrower or any of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approvalSubsidiaries, or authorization of such Governmental Antitrust Entity that is necessary, proper otherwise would require prior notice to or advisable to permit consummation of approval from the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition FCC or other structural Governmental Authority, without first providing such notice or conduct remedy obtaining such prior approval. The Borrower agrees to take any action which the Administrative Agent may reasonably request consistent with and subject to and in accordance with applicable law in order to obtain clearance from the FCC or any other relevant Governmental EntityAuthority such approval as may be necessary to enable the Lenders to exercise the full rights and benefits granted to the Lenders pursuant to this Agreement, provided, that any such action shall be conditioned on including the consummation use of the transactions Borrower’s commercially reasonable efforts to assist in obtaining the approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by this Agreement; the Second Lien Security Documents for which such approval is required by law and providedspecifically, furtherwithout limitation, thatupon request at any time after the occurrence and during the continuance of an Event of Default, notwithstanding anything to prepare, sign and file with the FCC or any other relevant Governmental Authority the assignor’s or transferor’s and licensee’s portions of any application or applications for consent to the contrary herein, (i) Trimble shall not assignment or transfer of control of any Communications License that may be required to take necessary or appropriate under the rules of the FCC or such other Governmental Authority for approval of any action with respect to Trimble sale or any Affiliate or business transfer of Trimble, other than control of the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect Collateral pursuant to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects exercise of the Company Lenders’ rights and its Subsidiaries;
(E) with respect to approvals or consents required remedies under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions the Second Lien Security Documents; provided that are reasonably necessary, proper, or advisable Borrower’s failure to obtain any approvals such approval shall not constitute a Default or consents required under applicable FDI Laws; providedEvent of Default. The Borrower further consents, that subject to obtaining any such action shall be conditioned on necessary approvals, to the consummation assignment or transfer of control of any Communications License to operate to a receiver, trustee, or similar official or to any purchaser of the transactions contemplated by this Agreement; providedCollateral pursuant to any public or private sale, furtherjudicial sale, thatforeclosure, notwithstanding anything or exercise of other remedies available to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be Lenders as permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingapplicable law.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Hughes Communications, Inc.)
Regulatory Matters. (ia) Subject The parties hereto shall cooperate with each other and use their reasonable best efforts to take or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including preparing and filing all necessary documentation, effecting all applications, notices, petitions and filings, obtaining as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities, and complying with the terms and conditions set forth of all such permits, consents, approvals and authorizations of all such Governmental Entities. Each party hereto agrees to file as soon as practicable, to the extent applicable, any filings or notifications with respect to such approvals or waiting periods as may be required under any applicable Laws. Subject to Section 10.1, any expenses and costs incurred in connection with the parties' obligations under this AgreementSection 6.9(a) shall be paid one half by Parent and one half by the Company. Each party shall respond as promptly as practicable to any inquiries and requests received from any state attorney general or other Governmental Entity in connection with antitrust matters. Parent and the Company shall use its reasonable best efforts to avoid, without limiting eliminate, or resolve any impediment or objection under any antitrust, competition, or trade regulation law that may be asserted by any state attorney general or any other Governmental Entity or other Persons with respect to the generality transactions contemplated by this Agreement and the Ancillary Agreements so as to enable the consummation thereof as promptly as reasonably practicable and shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. Each party shall (i) promptly notify the other party of any material communication to that party from any state attorney general or any other Governmental Entity and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the undertakings pursuant foregoing; (ii) to the extent practicable, not agree to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Section 7.4Agreement or the transactions contemplated by this Agreement and the Ancillary Agreements unless it consults with the other party in advance and, Trimbleto the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives, on the one hand, and AGCOany Governmental Entity or members of their respective staffs, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under by this Agreement and the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;Ancillary Agreements.
(Bb) as soon as reasonably practicableEach of Parent and the Company shall furnish each other with all information concerning itself, its Affiliates, its Representatives and shareholders and interest holders, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification such other matters as may be reasonably necessary or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or advisable in connection with any other applicable Laws including FDI Lawsstatement, including in filing, notice or application made by or on behalf of Parent or the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each Company or any of its their respective Affiliates to promptly provide, to each any Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur and the Ancillary Agreements, and each of Parent and the Company shall provide such other assistance as may be reasonably requested by the other in connection with the preparation, filing and distribution of any such statement, filing, notice or application.
(c) Parent and the Company shall promptly as practicable prior to the Outside Date, including consenting to advise each other upon their or any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance of their Subsidiaries receiving any communication from any Governmental Entity, provided, that any such action shall be conditioned on the Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement; Agreement and provided, further, that, notwithstanding anything the Ancillary Agreements that causes such party to believe that there is a reasonable likelihood that any approval of such Governmental Entity will not be obtained or that the contrary herein, receipt of any such approval will be materially delayed.
(d) Parent and the Company shall (i) Trimble shall not be required promptly inform the other of any communication to take or from any action with respect to Trimble or any Affiliate or business of Trimble, other than Governmental Entity regarding the Company and the Transferred Subsidiariestransactions contemplated hereby, (ii) AGCO shall not be required to take give the other prompt notice of the commencement of any action Action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, transactions contemplated hereby and (iii) Trimble shall not be permitted to take any actions with respect keep the other reasonably informed as to the Company status of any such Action.
(e) Parent and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to shall use reasonable best efforts to take, obtain all necessary state securities law or cause "Blue Sky" permits and approvals required to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of carry out the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of TrimbleAgreements.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Business Combination Agreement (ROI Acquisition Corp.)
Regulatory Matters. Without limiting clause 3.2, each party:
(a) (applying for Regulatory Approvals) must promptly apply for all relevant Regulatory Approvals and provide each other party with a copy of those applications;
(b) (Regulatory Approvals process) must take all steps it is responsible for as part of the Regulatory Approval process, including responding to requests for information at the earliest practicable time;
(c) (representation) has the right to be represented and make submissions at any meeting with any Regulatory Authority relating to a Regulatory Approval (but only to the extent permitted by the Regulatory Authority);
(d) (consultation) must consult with the other party in advance in relation to all communications (whether written or oral, and whether direct or via a Representative) with any Regulatory Authority relating to any Regulatory Approval and:
(i) Subject provide the other party with drafts of any material written communications to be sent to a Regulatory Authority and make any amendments as the other party reasonably requires; and
(ii) provide copies of any material written communications sent to or received from a Regulatory Authority to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take party promptly upon despatch or cause to be taken the following actions:
receipt (A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be), in each case to obtain any consentsthe extent it is reasonable to do so and provided that:
(iii) a party may withhold or redact information or documents from the other parties if and to the extent that they are either confidential to a third party, clearances or approvals required under commercially sensitive and confidential to the applicant or subject to legal professional privilege in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B)favour of that party;
(Civ) no party is required to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged disclose materially commercially sensitive information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Businessparty; and
(Gv) contest, defend the party applying for a Regulatory Approval is not prevented from taking any step (including communicating with a Regulatory Authority) in respect of a Regulatory Approval if the other party has unduly delayed responding under clause 3.3(d) and appeal any Action, whether judicial or administrative, that seeks to prevent the Closinghas been notified of same.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Implementation Agreement
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting each of Verizon, Spinco and the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one handCompany shall use all commercially reasonable efforts (subject to, and AGCOin accordance with, on the other hand, agree applicable Law) to take promptly, or cause to be taken the following taken, all actions:
(A) as soon as practicable, and in any eventto do promptly, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect or cause to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicablebe done, and to assist and cooperate with the other party in any eventdoing, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is all things necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws regulations to expire or otherwise terminate consummate and shall take all actions necessary to avoid or eliminate each make effective the Merger and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the other transactions contemplated by this Agreement (including, subject to occur as promptly as practicable prior to Section 7.18, consummating the Outside DateSpecial Payment Financing), on the express terms set forth herein, including consenting to any divestiture(i) the obtaining of all necessary actions, salewaivers, disposition or other structural or conduct remedy in order to obtain clearance consents and approvals from any Governmental EntityAuthority and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, providedor to avoid an action or proceeding by, that any such action shall be conditioned on Governmental Authority, and (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; and provided, further, that, notwithstanding anything .
(b) Subject to the contrary hereinterms and conditions herein provided and without limiting the foregoing, each of Verizon, Spinco and the Company shall (i) Trimble shall not be promptly (but in no event later than 60 days after the date hereof) file all applications requiring prior approval or other submissions required to take be filed with (x) the FCC (the “FCC Applications”), except those submissions addressed in Sections 7.6(i) below and 7.6(j), which shall be made as set forth in those Sections, and except those applications that may be filed with the FCC for “immediate approval” under 47 C.F.R. Section 1.948(j)(2) or for approval that permits operation upon application under 47 C.F.R. Section 90.159(c) and (y) the State Regulators in the states listed in Section 4.2(c) of the Verizon Disclosure Letter and Section 6.3(d) of the Company Disclosure Letter (each, a “State PUC Application”), in each case to effect the transfer of control of the Spinco Business and to cause such authorities to permit consummation of each of the transactions contemplated hereby or by the Distribution Agreement, and respond as promptly as practicable to any action with respect to Trimble additional requests for information received from the FCC or any Affiliate State Regulator or business of Trimble, other than the Company and the Transferred Subsidiariesby any party to a FCC Application or a State PUC Application, (ii) AGCO shall use all commercially reasonable efforts to cure not be later than the Effective Time any violations or defaults under any FCC Rules or rules of any State Regulator, (iii) use all commercially reasonable efforts to cooperate with each other in (A) determining whether any filings are required to take be made with, or consents, permits, authorizations or approvals are required to be obtained from, any action other Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals. All such filings shall be joint filings, unless Verizon and the Company mutually agree otherwise.
(c) Each of the Company and Verizon shall use all commercially reasonable efforts to obtain the consents of the FCC, the State Regulators in the states listed in Section 4.2(c) of the Verizon Disclosure Letter and Section 6.3(d) of the Company Disclosure Letter, any other State Regulators or other Governmental Authorities relating to communications regulatory matters (including multichannel video) that may require consents, permits, authorizations or approvals and any local municipal and county franchise authorities with respect to AGCO video franchises, in each case as are required to effect the transfer of control of the Spinco Business and permit the consummation of each of the transactions contemplated hereby or by the Distribution Agreement (such consents collectively, the “Telecommunications Regulatory Consents”), and the parties agree to cooperate fully with each other and with the applicable Governmental Authorities to obtain the Telecommunications Regulatory Consents at the earliest practicable date. The Company and Verizon shall cooperate in seeking to demonstrate that the transactions contemplated hereby meet all applicable regulatory standards (as they may be in effect from time to time) and to obtain all Telecommunications Regulatory Consents without any Affiliate changes or business the imposition of AGCOany conditions or restrictions, other than those (i) the Company may offer in its discretion in any application for an Order approving the transactions contemplated hereby or in any related filing or testimony or (ii) that would not reasonably be expected to constitute a Materially Adverse Regulatory Condition. In the event any Governmental Authority imposes any such material change, condition or restriction on the grant or receipt of any Telecommunications Regulatory Consents, each of the Company and Verizon shall use all commercially reasonable efforts to seek modification or removal of such change, condition or restriction.
(d) Within 120 days after the Transferred Subsidiariesdate of this Agreement, and (iii) Trimble shall not or such other time as the parties may agree, the parties will make such filings, if any, as may be permitted to take any actions required by the HSR Act with respect to the transactions contemplated by this Agreement. Thereafter, the parties will file as promptly as practicable all reports or other documents required or requested by the U.S. Federal Trade Commission or the U.S. Department of Justice pursuant to the HSR Act or otherwise, including requests for additional information concerning such transactions, so that the waiting period specified in the HSR Act will expire as soon as reasonably practicable after the execution and delivery of this Agreement. The Company shall pay all application fees required in connection with any filings under the HSR Act.
(e) Verizon and the Company shall each cause their respective counsel to furnish the other party such necessary information and reasonable assistance as the other may reasonably request in connection with its Subsidiaries without preparation of necessary filings or submissions under the prior provisions of the HSR Act or with respect to any Telecommunications Regulatory Consents.
(f) Verizon and the Company shall each cause their respective counsel to supply to the other party copies of all correspondence, filings or written consent of AGCOcommunications by such party or its Affiliates with any Governmental Authority or staff members thereof, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company transactions contemplated by this Agreement and any related transactions, except for documents filed pursuant to Item 4(c) of the Xxxx-Xxxxx-Xxxxxx Notification and Report Form or communications regarding the same, and except for documents or information submitted in response to any request for additional information or documents pursuant to the HSR Act which reveal Verizon’s or the Company’s negotiating objectives or strategies or purchase price expectations.
(g) The parties shall use all commercially reasonable efforts to cooperate with each other in their communications with any Governmental Authority and related parties, consultants and advisors relative to matters that relate directly to or may affect the consummation of Merger or the transactions contemplated hereby. No party or its Subsidiaries if such actionsadvisor shall initiate communications, individually orally or in writing, with, or respond to any inquiry or request of, any Governmental Authority, including the aggregateFCC, would the U.S. Department of Justice, State Regulators, state attorney generals and local franchising authorities, or any consumer advocate which is, or may reasonably be expected to have be, a material adverse effect on the business, financial conditionparty to a proceeding before a Governmental Authority, or prospects any third-party consultant or advisor to any of the Company foregoing, regarding the Merger or the transactions contemplated hereby, without providing the other party, when reasonably practicable, with reasonable advance notice of the communication or response. If a Governmental Authority or any consumer advocate or any third-party consultant or advisor to any of the foregoing initiates communications on matters that relate directly to or may affect the Merger or the transactions contemplated hereby, the contents or substance of that communication shall be disclosed as promptly as practicable to the other parties by providing a copy of any written communication and its Subsidiaries;a summary of any oral communication.
(Eh) If any objections are asserted with respect to approvals the transactions contemplated hereby or consents required the Transaction Agreements under applicable FDI Lawsany Regulatory Law or if any suit is instituted (or threatened to be instituted) by any Governmental Authority or any private party recommending or seeking to deny the granting of any Telecommunications Regulatory Consent or challenging any of the transactions contemplated hereby as violative of any Regulatory Law or otherwise, to each of the Company, Verizon and Spinco shall cooperate in all respects with the other and shall use all commercially reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that contest and resist any such action shall be conditioned on the or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement; providedAgreement on the express terms contemplated hereby and by the Transaction Agreements without any changes or the imposition of any conditions or restrictions, further, that, notwithstanding anything to the contrary herein, other than those (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and may offer in its discretion in any application for an order approving the Transferred Subsidiaries, transaction contemplated hereby or in any related filing or testimony or (ii) AGCO shall that would not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have constitute a material adverse effect on Materially Adverse Regulatory Condition; provided, however, that the business, financial condition, or prospects foregoing obligations shall not apply to a final Order of the FCC or any State Regulators. Neither Verizon nor the Company and its Subsidiaries;
(F) shall settle any such action, suit or proceeding or fail to refrain from, and perfect on a timely basis any right to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial judgment rendered or administrative, that seeks to prevent order entered against such party therein without having previously consulted with the Closing.
(ii) AGCO will not take, other party. Notwithstanding the foregoing or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member other provision of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken nothing in this Section 7.6 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1 so long as a wholesuch party has, prior to such termination, complied in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive all respects with its obligations under this Agreement and the Ancillary Agreements contemplated by Section 7.6. For purposes of this Agreement, taken “Regulatory Law” means the Xxxxxxx Antitrust Act, as a wholeamended, without the prior written consent Xxxxxxx Antitrust Act of Trimble1914, as amended, the HSR Act, the Federal Trade Commission Act of 1914, as amended, the Communications Act of 1934, as amended, and all other federal, state or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that relate to the granting of regulatory consents in respect of telecommunications matters or that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition, whether in the communications industry or otherwise through merger or acquisition.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms hereof, including Section 6.1, Section 6.4(b) and conditions set forth Section 6.4(c), each party hereto shall each use its reasonable best efforts to:
(i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the Transactions as promptly as practicable;
(ii) as promptly as practicable, obtain any consents, licenses, permits, waivers, approvals, authorizations, waiting period expirations or terminations, or orders required to be obtained by such party (or any of its Subsidiaries) from any Governmental Entity in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions (each, a “Regulatory Approval”);
(iii) as promptly as practicable, make or cause its ultimate parent entity (as that term is defined in the HSR Act) to make, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Exchange Act and any other applicable federal, state or foreign securities laws, (B) the HSR Act and any related governmental request thereunder and (C) any other Applicable Law;
(iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger or the other transactions contemplated by this Agreement, without limiting ; and
(v) execute or deliver any additional instruments necessary to consummate the generality Transactions and to fully carry out the purposes of the undertakings pursuant to this Section 7.4, Trimble, Agreement. The Company on the one hand, and AGCOParent, US Holdco and Merger Sub, on the other hand, agree shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clauses (ii) or (iii), including providing copies of all such documents to take the non-filing Person and its advisors prior to filing (provided that, for the avoidance of doubt, the foregoing shall not require any party to provide to any other party any information or cause documents filed or submitted by such party or its Affiliates pursuant to Item 4(c) or Item 4(d) of the Notification and Report Form For Certain Mergers and Acquisitions (FTC Form C4)) and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith; provided, however, that the parties shall be entitled to redact any information relating to transaction value and similar matters relating to the Transaction. The Company, on one hand, and Parent, US Holdco and Merger Sub, on the other hand, shall each use its reasonable best efforts to furnish to each other all information required for any application or other filing to be taken made pursuant to any Applicable Law in connection with the following actions:Transactions. For the avoidance of doubt, nothing contained in this Section 6.4(a) shall limit any obligation under any other provision in this Section 6.4 and no party hereto shall be in violation of this Agreement by virtue of providing information that is competitively sensitive to one another on an “outside counsel only” or other basis designed to ensure compliance with Applicable Law (including the HSR Act or any other Antitrust Laws).
(Ab) Without limiting the generality of anything contained in this Section 6.4, Parent and the Company shall, as soon promptly as practicable, and in any event, no later than ten (10) Business Days following practicable after the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or CFIUS a formal joint voluntary notice in connection with the Transactions (the “Joint Voluntary Notice”). The Company and Parent shall (to the extent permitted by Applicable Law) use reasonable best efforts to (i) cooperate in all respects with each other in connection with: (x) the filing of the Joint Voluntary Notice; (y) if applicable, the incorporation of responses to any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly providecomments from CFIUS into, and cause each of its Affiliates to promptly providere-submission of, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law the Joint Voluntary Notice; and (a “Governmental Antitrust Entity”z) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, CFIUS’s review or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation investigation of the transactions contemplated herebyJoint Voluntary Notice, including promptly complying with or modifying any requests (ii) respond to all inquiries received from CFIUS for additional information or documentation within three “business days” (including as defined in the DPA) of receiving such request, or within such longer period of time, as permitted by CFIUS, (iii) promptly inform each other of any second requestmaterial communication with CFIUS, and (iv) permit each other to review any communication by the other, and consult with the other in advance of any Governmental Entity;
(D) planned meeting or conference, with respect to Antitrust LawsCFIUS, and, to the extent permitted by CFIUS, grant each other the opportunity to attend and participate in any such planned meeting or conference, provided that neither Parent nor the Company shall be obligated to disclose to the other any communication to CFIUS that Parent or the Company considers to be proprietary or confidential. Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause each to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper, or advisable to obtain CFIUS Clearance, as promptly as practicable. The Company and Parent agree that if the Company and Parent jointly determine it to be appropriate that the parties withdraw and resubmit the Joint Voluntary Notice submitted to CFIUS pursuant to this Section 6.4(b), the Company and Parent shall cooperate in withdrawing and resubmitting the Joint Voluntary Notice. Notwithstanding the foregoing, nothing in this Section 6.4(b) (including the obligation to use reasonable best efforts) shall require, or be construed to require, Parent or any of its Affiliates to takeagree to, offer, accept or suffer to have imposed upon it, any and all actions reasonably necessary condition or mitigation that would require Parent to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take sell, hold separate, divest, license or discontinue, before or after the Effective Time, any action with respect to Trimble material assets, businesses, or any Affiliate or business interests of TrimbleParent and its Subsidiaries (excluding, other than for the avoidance of doubt, the Company and the Transferred SubsidiariesSurviving Corporation), taken as a whole; or (ii) AGCO shall not be required to take accept any action with respect to AGCO conditions or any Affiliate or business of AGCO, other than restrictions on the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and or its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actionsthat, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial conditionassets, results of operations, or prospects financial condition of the Company and its Subsidiaries;, taken as a whole. Notwithstanding anything to the contrary in this Section 6.4, the provisions of this Section 6.4(b) shall be the sole provisions in this Section 6.4 that apply to the parties’ obligations with respect to obtaining the CFIUS Clearance.
(Ec) Without limiting the generality of anything contained in this Section 6.4, each of Parent and the Company shall, or shall cause its ultimate parent entity (as that term is defined in the HSR Act) to, as soon as reasonably practicable and in any event within ten Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to approvals the Transactions. None of Parent, US Holdco, Merger Sub or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the Transferred SubsidiariesHSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCOthe other parties.
(d) Subject to the terms hereof, and neither Trimble nor AGCO without limiting the parties’ obligations under Section 6.4(e), the parties hereto shall, and shall cause each of their respective Subsidiaries to, cooperate and use their respective reasonable best efforts to obtain any Regulatory Approval, to respond to any government requests for information relating to any Regulatory Approval, to cause any waiting periods under any Applicable Laws relating to any Regulatory Approval to expire or be terminated, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Restrictive Order. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings relating to any Regulatory Approval. To the extent permitted by law or Governmental Entities reviewing the Transactions, the parties will provide each other the opportunity to participate in meetings and other substantive conversations with any such Governmental Entities in connection with the Transactions described herein.
(e) In furtherance of the obligations set forth in this Section 6.4, and notwithstanding any limitations therein or elsewhere in this Agreement, but subject to the other provisions of this Section 6.4(e), Parent shall promptly take (and shall cause each of its Affiliates to take) any and all actions necessary or advisable in order to avoid or eliminate each and every impediment to the consummation of the Transactions and obtain all approvals and consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Entity, in each case with competent jurisdiction, so as to enable the parties to consummate the Transactions as promptly as practicable (and in any event by or before the Outside Date), including committing to, by consent decree or otherwise, operational restrictions or limitations on, and committing to or effecting, by consent decree, hold separate orders, trust or otherwise, the sale, license, disposition or holding separate of such assets or businesses of Parent, US Holdco, Merger Sub, the Company or any of their respective Affiliates (and the entry into agreements with, and submission to decrees, judgments, injunctions or orders of the relevant Governmental Entity) as may be required to take obtain such approvals or consents of such Governmental Entities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any actions with respect decrees, judgments, injunctions or orders that would otherwise have the effect of preventing or delaying the consummation of the Transactions; provided that, nothing in this Section 6.4(e) shall require or be construed to require Parent or any of its Affiliates to agree to, offer, accept or suffer to have imposed upon it (i) any divestiture or license of any material assets of Parent and its Subsidiaries (excluding, for the avoidance of doubt, the Company and the Surviving Corporation), taken as a whole, (ii) any agreement to hold separate or discontinue operation of any material assets of Parent and its Subsidiaries if such actions(excluding, for the avoidance of doubt, the Company and the Surviving Corporation), taken as a whole or (iii) any conditions or restrictions that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial conditionassets, results of operations, or prospects financial condition of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole. If requested by Parent, in a manner that is disproportionately adverse in a material respect relative the Company shall make, subject to the corresponding impact on condition that the economic benefits Transactions actually occur, any memner undertakings (including undertakings to accept operational restrictions or limitations or to make sales or other dispositions, provided that such restrictions, limitations, sales or other dispositions are conditioned upon the consummation of the AGCO Group Transactions) as are required to obtain any Regulatory Approval or to avoid the entry of, or to effect the dissolution of or vacate or lift, any Restrictive Order; provided, however, for the avoidance of doubt, the Company shall not be obligated to make any undertaking that could result in any penalty or fine (whether criminal, civil, or otherwise) upon, or any other liability to, any Person that is, prior to the Effective Time, a stockholder of the Company or a director, officer, or employee of the Company or any of its Subsidiaries. None of Parent, US Holdco, Merger Sub or the Company, directly or indirectly, through one or more of their respective Affiliates, shall take any action, including acquiring or making any investment in any person or any division or assets thereof, that would reasonably expects be expected to receive under this Agreement and prevent or delay the Ancillary Agreements contemplated by this Agreement, taken as a whole, without satisfaction of any of the prior written consent conditions contained in Article VII or the consummation of Trimblethe Merger.
(iiif) Trimble will not takeWithout limiting the generality of anything contained in this Section 6.4, or cause each of Parent and the Company shall promptly prepare and file a 60-day notice pursuant to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member Section 122.4(b) of the AGCO Group reasonably expects to receive under this Agreement ITAR. Within 5 calendar days after Closing, Parent and the Ancillary Agreements contemplated by this Agreement, without Company shall promptly prepare and file with DDTC notifications under Section 122.4(a) of the prior written consent of AGCOITAR.
Appears in 1 contract
Regulatory Matters. (a) The parties hereto will cooperate with each other and, as soon as reasonably practicable after the date of this Agreement, will prepare and file (i) required or necessary notification and report forms under the HSR Act and the rules and regulations promulgated thereunder with the U.S. Federal Trade Commission and the U.S. Department of Justice (in no event later than five (5) Business Days after the date of this Agreement) and (ii) notifications, filings, registrations and other materials required or necessary under any other applicable Antitrust Laws, and will respond as promptly as practicable to all requests or inquiries received from any Governmental Authority for additional documentation or information. The parties hereto will also cooperate with each other and will make such other filings as are necessary, if any, in other jurisdictions in order to comply with all applicable Law and will promptly provide any supplemental information or documentation requested by any Governmental Authority relating thereto. Sellers and Buyers will bear their own costs and expenses incurred in connection with such filings; provided, that Buyers will pay all filing fees in connection therewith.
(b) Each party hereto, to the extent permitted by applicable Law, will promptly notify the other parties in writing of any material communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement, and permit the other parties to review in advance, to the extent permitted by Law, any proposed material communication by such party to any Governmental Authority. Each party hereto will agree to participate in any material meeting with any Governmental Authority in respect of any filings, investigations, or other inquiries unless the party consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms Confidentiality Agreement and conditions set forth applicable Law, the parties hereto will coordinate and cooperate fully and promptly with one another in this Agreementexchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, without limiting including those under the generality HSR Act and any other applicable Antitrust Laws. Subject to the Confidentiality Agreement and applicable Law, the parties hereto will provide one another with copies of the undertakings pursuant to this Section 7.4all material correspondence, Trimblefilings, or communications between them or any of their representatives, on the one hand, and AGCOany Governmental Authority or members of its staff, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;by this Agreement.
(Bc) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, Buyers will use commercially reasonable efforts to obtain any consents, clearances or approvals required under or in connection with approval from any other applicable Laws including FDI Laws, including in Governmental Authority and to prevent the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement initiation of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) lawsuit by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods Authority under any applicable Antitrust Laws to expire or the entry of any decree, judgment, injunction, or order that would otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable make the transactions contemplated by this Agreement to occur as promptly as practicable prior to unlawful.
(d) From the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on date of this Agreement through the consummation date of termination of the transactions contemplated by this Agreement; required waiting periods under the HSR Act and providedunder any other applicable Antitrust Laws, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall Buyers and their Affiliates will not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would that could reasonably be expected to have a material adverse effect on hinder or delay the business, financial condition, obtaining of clearance or prospects the expiration of the Company required waiting periods under the HSR Act and its Subsidiaries;
(E) with respect to approvals or consents required under such other applicable FDI Antitrust Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions set forth of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities.
(b) In furtherance and not in this Agreement, without limiting the generality limitation of the undertakings pursuant to this Section 7.4foregoing, Trimble, on each of the one hand, Company and AGCO, on the other hand, agree to take Parent shall (i) make or cause to be taken made the following actions:
(A) filings required of such party under the HSR Act with respect to the Merger as soon promptly as practicable, and in any event, no later than ten (10) Business Days following practicable after the date of this Agreement, file (ii) comply at the initial pre-merger notifications earliest practicable date with respect to this Agreement and the transactions contemplated herein required any request under the HSR Act for Trimble additional information, documents or other materials received by such party from the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or by any other Governmental Entity in respect of such filings or the Merger and AGCO(iii) act in good faith and reasonably cooperate with the other party in connection with any such filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity with respect to any such filing or the Merger. Parent and the Company shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case, requesting early termination of the waiting period with respect case subject to applicable laws relating to the transactions contemplated hereby;
(B) as soon as reasonably practicableexchange of information, and in any event, within any applicable deadlines mandated by all the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification information relating to the Company or other form necessaryParent, as the case may be, to obtain and any consentsof their respective Subsidiaries, clearances which appears in any filing made with, or approvals required under written materials submitted to, any third party or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; . In exercising the foregoing right, each of the parties hereto shall act reasonably and provided, further, that, notwithstanding anything as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimblefiling, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action exchange of information. The parties hereto agree that they will consult with respect to AGCO or any Affiliate or business of AGCO, each other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company obtaining of all permits, consents, approvals and its Subsidiaries without the prior written consent authorizations of AGCO, all third parties and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, Governmental Entities necessary or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of consummate the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to each party will keep the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects other apprised of the Company and its Subsidiaries;
(F) status of matters relating to refrain from, and to cause each completion of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt the transactions contemplated herein. Each party shall consult with the other in advance of any governmental approvals, (2) prevent, materially delay meeting or materially impede the Closing, or (3) cause conference with any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to connection with the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative and to the corresponding impact on extent permitted by such Governmental Entity, give the economic benefits any memner other party and/or its counsel the opportunity to attend and participate in such meetings and conferences.
(c) Each of the AGCO Group reasonably expects to receive under this Agreement Parent and the Ancillary Agreements contemplated by Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything to the contrary in this Agreement, taken as a whole, without nothing contained in this Agreement shall require Parent or the prior written consent of Trimble.
(iii) Trimble will not Company to take, or cause commit to be takentake, any actions action or do, agree to any condition or cause to be done, any things restriction that would reasonably be reasonably likely to materially adversely affect the economic benefits that any member result in a Materially Burdensome Regulatory Condition. For purposes of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without a “Materially Burdensome Regulatory Condition” shall mean making proposals, executing or carrying out agreements (including consent decrees) or submitting to Laws (i) providing for the prior written consent transfer, license, sale or other disposition or holding separate (through the establishment of AGCOa trust or otherwise) of any assets or categories of assets of Parent, the Company or any of their respective Subsidiaries or the holding separate (through the establishment of a trust or otherwise) of the shares of capital stock of any Company Subsidiary or any Parent Subsidiary or (ii) imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their respective Subsidiaries to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the business of the Company, the Company Subsidiaries, Parent or the Parent Subsidiaries, in each case other than any de minimis administrative or ministerial obligations.
Appears in 1 contract
Samples: Merger Agreement (Yodlee Inc)
Regulatory Matters. Each Sponsor (and its Affiliates) and Topco and its Subsidiaries shall (i) Subject to the terms furnish all information and conditions set forth in this Agreementdocuments required for any filing, without limiting the generality of the undertakings pursuant to this Section 7.4form, Trimbledeclaration, on the one handnotification, registration and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period notice with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicableHSR Act applicable to the Merger and related transactions, and in any event, within any applicable deadlines mandated by (ii) respond at the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, earliest practicable date to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) made by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to takeAuthority, and to cause each of its Affiliates to take, any act in good faith and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or cooperate in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted investigation by any Governmental EntityAuthority. Each Sponsor shall, if not prohibited by law or regulation, give the other Sponsor the reasonable opportunity to review and comment on any documents, written communications and filings that include such Sponsor as a filing party before transmitting to any Governmental Authority, and shall consider in good faith any comments or suggestions proposed by such Sponsor. Notwithstanding anything to the contrary in this Agreement, no Sponsor (or its Affiliates) or Topco or any of its Subsidiaries shall, whether prior to or following the Closing, be required to cause any portfolio company, investment fund, vehicle or account, and any holding companies or similar vehicles for such fund, vehicle or account, or other Affiliate of any Sponsor or Topco or any director, officer, employee, general partner, limited partner, member, stockholder or manager of any of the foregoing (in each case, other than the Buyer Parties as required pursuant to enable Section 6.2 of the transactions contemplated by this Agreement Merger Agreement) to occur take any action, undertake any divestiture or restrict its conduct, other than to provide responsive information required to make any submission or application to a Governmental Authority and to otherwise cooperate in connection with any such submission or application as promptly as practicable prior to is necessary and customary under the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, circumstances; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO Topco shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause its Subsidiaries to be takentake, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be actions to the extent requested by General Atlantic and Trident, and conditioned on the consummation occurrence of the transactions contemplated by this Agreement; providedClosing. Without limiting the foregoing, further, that, notwithstanding anything each Sponsor and Topco agrees to comply with and perform (and cause its applicable Subsidiaries and Affiliates to comply with and perform) those agreements under Section 6.2 of the Merger Agreement that are applicable to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble Sponsors and/or their applicable Subsidiaries or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the ClosingAffiliates.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Interim Investors' Agreement (HireRight Holdings Corp)
Regulatory Matters. (ia) Subject to In furtherance and not in limitation of the terms of Section 5.2(b), each of the Parties shall promptly execute and conditions set forth file, or join in the execution and filing of, any application, notification, or other document that may be necessary in order to obtain the authorization, approval, or consent of any Governmental Authority that may be reasonably required in connection with the consummation of the transactions contemplated by this Agreement.
(b) Each of the Parties shall use its commercially reasonable efforts to obtain (and, in the case of the Company, cause its Subsidiaries to obtain) all such authorizations, approvals, and consents as promptly as possible after the execution of this Agreement, without limiting including the generality expiration or termination of the undertakings pursuant waiting period under the HSR Act with respect to the transactions contemplated by this Section 7.4Agreement. Without prejudice to the foregoing, Trimbleto the extent not completed prior to the date hereof, on the one handParties shall make, and AGCO, on the other hand, agree to take or cause to be taken made, all filings required of each of them or any of their respective Affiliates under the following actions:
HSR Act or other Antitrust Laws with respect to the transactions contemplated by this Agreement within five (A) as soon as practicable, and in any event, no later than ten (105) Business Days following after the date of this Agreement, file and Parent shall pay all filing fees, application fees or other fees of the initial preapplicable Governmental Authority associated with the HSR Act filing and any filings under other Antitrust Laws. Each of the Parties shall (i) seek early termination of any applicable waiting period under the HSR Act, and (ii) furnish promptly to the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and any other requesting Governmental Authority any additional information reasonably requested pursuant to the HSR Act or other Antitrust Laws in connection with such filings. The Parties will notify each other promptly of any oral communication with, and provide copies of written communications with, any Governmental Authority in connection with any filings made pursuant to this Section 5.5(b). Each of the Parties shall cooperate reasonably with the other Parties in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-merger notifications filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of the FTC, the Antitrust Division or any other Governmental Authority under any Antitrust Laws with respect to this Agreement any such filing. No Party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. To the extent permitted by applicable Laws, and subject to all applicable privileges (including the transactions contemplated herein required attorney-client privilege), each of the Parties shall consult and cooperate with the other Parties, and consider in good faith the views of each other, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to the HSR Act for Trimble or other Antitrust Laws. Each of the Parties may, as it deems advisable and AGCOnecessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 5.5(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, managers, or directors of the recipient, unless express written permission is obtained in each caseadvance from the source of the materials.
(c) Parent shall not, requesting early and shall not permit any of its Affiliates to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that would reasonably be expected to make it materially more difficult, or to materially increase the time required, to: (i) obtain the expiration and termination of the waiting period with respect under the HSR Act applicable to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement Agreement; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to occur as promptly as practicable prior to effect the Outside Datedissolution of, including consenting to any divestitureinjunction, sale, disposition temporary restraining order or other structural Order that would materially delay or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on prevent the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company obtain all authorizations, approvals and its Subsidiaries without the prior written consent consents of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (i) Subject With respect to obtaining all Regulatory Approvals required for the completion of the Arrangement, subject to the terms and conditions set forth in of this Agreement, without limiting Agreement and until the generality earlier of the undertakings pursuant Effective Time and the time that this Agreement is terminated in accordance with its terms, each Party, as applicable to this Section 7.4that Party, Trimble, on the one hand, covenants and AGCO, on the other hand, agree to take or cause to be taken the following actionsagrees to:
(A1) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;use its commercially reasonable efforts to:
(Ba) as soon as reasonably practicable, obtain all required Regulatory Approvals and in any event, within any applicable deadlines mandated by cooperate with the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or Party in connection with any all Regulatory Approvals sought by the other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);Party; and
(Cb) as regards to promptly provide, and cause each of its Affiliates to promptly provide, to each any request or notice from any Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged requiring that Party to supply additional information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable relevant to permit consummation the review of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement in respect of obtaining or concluding the Regulatory Approvals sought by either Party, to occur as promptly as practicable prior respond promptly; and
(i) cooperate with the other Party; and
(ii) furnish to the Outside Dateother Party such information and assistance as a Party may reasonably request, including consenting in connection with preparing any submission or response to such request or notice from a Governmental Entity;
(2) as regards to any divestitureproposed substantive applications, salenotices, disposition or other structural or conduct remedy in order filings, submissions, undertakings, correspondence and communications (including responses to obtain clearance requests for information and inquiries from any Governmental Entity, provided, that any such action shall be conditioned on ) in respect of obtaining or concluding all required Regulatory Approvals:
(a) provide the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action other Party with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or drafts thereof in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiariesadvance;
(Eb) with respect permit the other Party a reasonable opportunity to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company review in advance and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiariescomment thereon;
(Fc) agree to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged consider those comments in whole or in part in a line of business similar to the Businessgood faith; and
(Gd) contestprovide the other Party with final copies thereof, defend and appeal provided that any Action, whether judicial or administrative, that seeks to prevent the Closing.competitively sensitive information included therein may be provided on an "external counsel only" basis; and
(ii3) AGCO will not takekeep the other Party reasonably informed, or cause to be takenon a timely basis, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects status of discussions relating to receive under this Agreement and obtaining or concluding the Ancillary Agreements contemplated required Regulatory Approvals sought by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimblesuch Party.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Arrangement Agreement (Metalla Royalty & Streaming Ltd.)
Regulatory Matters. (ia) Subject Purchaser and the Company shall use commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the Transactions. The Company and Purchaser shall have the right to consult the other, in each case subject to applicable laws relating to the terms and conditions set forth in this Agreementexchange of information, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated herein required under Transactions. In exercising the HSR Act for Trimble and AGCOforegoing right, in each case, requesting early termination of the waiting period parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the transactions contemplated hereby;obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each party will keep the other appraised of the status of matters relating to completion of the Transactions.
(Bb) Purchaser and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as soon as may be reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification necessary or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or advisable in connection with any other applicable Laws including FDI Lawsstatement, including in filing, notice or application made by or on behalf of Purchaser, the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) Company or any of their respective Subsidiaries to promptly provide, and cause each of its Affiliates to promptly provide, to each any Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining the Transactions.
(c) Purchaser and the Company shall promptly furnish the other with copies of written communications received by them or their Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the Transactions (other than in respect of information filed or otherwise submitted confidentially to any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;).
(Dd) with respect to Antitrust Laws, to use reasonable best efforts to takePurchaser and the Company shall, and to shall cause each of its Affiliates to taketheir Subsidiaries to, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, use commercially reasonable efforts (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, proper or advisable to obtain any approvals comply promptly with all legal requirements that may be imposed on them or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions their Subsidiaries with respect to the Company Transactions and, subject to the conditions set forth in Article V hereof, to consummate the Transactions and its Subsidiaries without (ii) subject to the prior written consent of AGCOconditions set forth in Article V hereof, to obtain (and neither Trimble nor AGCO shall be to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to take any actions with respect to be obtained by the Company and its or Purchaser or any of their respective Subsidiaries if such actions, individually or in connection with the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain fromTransactions, and to cause each comply with the terms and conditions of its Affiliates to refrain fromsuch consent, taking any actions authorization, order or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingapproval.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. Unless HSR Act notification is not required because an exemption applies, Seller and Buyer shall (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take make or cause to be taken made an appropriate filing of a Notification and Report Form pursuant to the following actions:
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (Athe “HSR Act”) with respect to the Transactions as soon promptly as practicable, and but in any event, no event later than ten (10) Business Days following after the Execution Date, and Seller and Buyer shall bear their own costs and expenses incurred in connection with such filings, on the condition that Buyer shall pay any filing fees in connection with such filings, and (b) use their commercially reasonable efforts to respond at the earliest practicable date to any requests for additional information made by the Antitrust Division of this Agreementthe Department of Justice (the “DOJ”), file the initial pre-merger notifications with respect Federal Trade Commission (the “FTC”) or any other Governmental Authority, to this Agreement and take all actions necessary to cause the transactions contemplated herein required waiting periods under the HSR Act for Trimble and AGCOany other Laws to terminate or expire at the earliest possible date, to resist in good faith, at each of their respective cost and expense, any assertion that the Transactions constitute a violation of Laws, and to eliminate every impediment under any Laws that may be asserted by any Governmental Authority so as to enable the Closing to occur as soon as reasonably possible in accordance with this Agreement, all to the end of expediting consummation of the Transactions. In connection with this Section 6.08 and the Transactions, the Parties shall, to the extent permitted by Laws, (i) cooperate in all respects with each other in connection with any filing, submission, investigation or inquiry, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the DOJ or the FTC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case, requesting early termination of regarding the waiting period with respect Transactions, (iii) have the right to review in advance, and to the transactions contemplated hereby;
extent practicable each shall consult the other on, any filing (Bother than the filing described in this Section 6.08) as soon as reasonably practicablemade with, and in or written materials to be submitted to, the DOJ, the FTC or any eventother Governmental Authority or, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any proceeding by a private party, any other applicable Laws including FDI LawsPerson, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to takeTransactions, and to cause (iv) consult with each other in advance of its Affiliates to takeany meeting, discussion, telephone call or conference with the DOJ, the FTC or any and all actions reasonably necessary to obtain any consentsother Governmental Authority or, clearances, approvals or authorizations required under or in connection with any applicable Laws proceeding by a private party, with any other Person, and enable all waiting periods under to the extent not expressly prohibited by the DOJ, the FTC or any applicable Laws other Governmental Authority or Person, give the other Party the opportunity to expire or otherwise terminate attend and shall take all actions necessary to avoid or eliminate each participate in such meetings and every impediment under any applicable Laws asserted by any Governmental Entityconferences, in each case, to enable regarding the transactions contemplated by this Agreement to occur Transactions. Each Party may, as promptly as practicable prior each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy Party under this Section 6.08 as “outside counsel only,” and such materials and the information contained in order to obtain clearance from any Governmental Entity, provided, that any such action materials shall be conditioned on given only to the consummation outside legal counsel of such other Party and will not be disclosed by such outside counsel to employees, officers or directors of such other Party, unless express written permission is obtained in advance from the source of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingmaterials.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Silverbow Resources, Inc.)
Regulatory Matters. (ia) Subject The Parties shall co-operate in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by any of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable laws in connection with the Arrangement and this Agreement as promptly as practicable hereafter.
(b) Each Party shall promptly notify the other Party if at any time before the Effective Time it becomes aware that the Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any circular or other filing under Applicable Laws contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made, or of information that otherwise requires an amendment or supplement to the terms Circular, such application, circular or filing, and conditions set forth the Parties shall co-operate in this Agreementthe preparation of such amendment or supplement as required, without limiting including the generality distribution and filing of such amendment or supplement by the Parties.
(c) Each Party will promptly inform the other Party of any requests or comments made by Securities Authorities in connection with the Circular. Each of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on Parties will cooperate with the other hand, agree to take or cause to and shall diligently do all such acts and things as may be taken necessary in the following actions:
(A) as soon as practicable, and manner contemplated in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination context of the waiting period preparation of the Circular and use its commercially reasonable efforts to resolve all requests or comments made by Securities Authorities with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, Circular and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable required filings under Applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay after receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingthereof.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject The Parties shall co-operate in the preparation of any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by any of the Parties to be necessary to discharge its respective obligations or otherwise advisable under Applicable Laws in connection with the Arrangement and this Agreement as promptly as practicable hereafter.
(b) Each Party shall promptly notify the other Party if at any time before the Effective Time it becomes aware that the Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any circular or other filing under Applicable Laws contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made, or of information that otherwise requires an amendment or supplement to the terms Circular, such application, circular or filing, and conditions set forth the Parties shall co-operate in this Agreementthe preparation of such amendment or supplement as required, without limiting including the generality distribution and filing of such amendment or supplement by the Parties.
(c) Each Party will promptly inform the other Party of any requests or comments made by Securities Authorities in connection with the Circular. Each of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on Parties will cooperate with the other hand, agree to take or cause to and shall diligently do all such acts and things as may be taken necessary in the following actions:
(A) as soon as practicable, and manner contemplated in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination context of the waiting period preparation of the Circular and use its reasonable commercial efforts to resolve all requests or comments made by Securities Authorities with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, Circular and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable required filings under Applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay after receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingthereof.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to The Parties shall promptly cooperate with each other in the terms and conditions set forth in this Agreement, without limiting the generality preparation of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause Proxy Statement to be taken filed by Seller with the following actions:SEC and, after the Proxy Statement is cleared by the SEC, Seller shall promptly mail the Proxy Statement to its stockholders.
(Ab) as soon as practicable, The Parties shall cooperate with each other and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use their reasonable best efforts to takepromptly prepare and file within thirty days after the date hereof, all necessary documentation, to effect all applications, notices, petitions and filings, and to cause each of its Affiliates to takeobtain as promptly as practicable all permits, any and all actions reasonably necessary to obtain any consents, clearancesapprovals and authorizations of all Governmental Authorities and third parties which are necessary or advisable to consummate the Merger and Purchaser's ownership of Seller Bank. Each Party shall have the right to review in advance, approvals and to the extent practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information which appears in any filing made by the other Party with, or authorizations required under written materials submitted by the other Party, to any third party or any Governmental Authority in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement and each Party shall provide to occur the other Party a copy of any comments that it receives from any third party or Governmental Authority relating to such filings or written materials. In exercising the foregoing right, each Party shall act reasonably and as promptly as practicable prior practicable. The Parties agree that they will consult and fully cooperate with each other with respect to the Outside Dateobtaining of all permits, including consenting consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Merger and each Party will keep the other apprised of the status of matters relating to completion of the Merger. The Parties agree that they will use their reasonable best efforts to cause the Effective Date to occur on or before August 31, 2004.
(c) Each Party shall, upon request, furnish the other Party with all information concerning itself, its Subsidiaries, and their respective stockholders, directors and officers, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of any Party or its Subsidiaries to any divestitureGovernmental Authority in connection with the Merger, saleexcept to the extent such information is deemed to be confidential and not necessary to provide in connection with such statement, disposition filing, notice or application.
(d) Each Party shall promptly furnish the other structural Party with copies of written communications received by it or conduct remedy in order to obtain clearance from any of its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity, provided, that any such action shall be conditioned on the consummation Authority with respect of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms and conditions set forth in of this Agreement, without limiting the generality each of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on Parties shall cooperate with the other handParties and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to promptly (i) take, agree to take or cause to be taken the following taken, all actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approvaldo, or authorization of such Governmental Antitrust Entity that is cause to be done, all things, necessary, proper or advisable to permit consummation cause the conditions to Closing set forth in Article VII to be satisfied as promptly as practicable, including preparing and filing promptly and fully all documentation to effect all Antitrust Consents and (ii) obtain all Antitrust Consents.
(b) In furtherance and not in limitation of the transactions contemplated herebyforegoing, including promptly complying with or modifying each Party agrees to make an appropriate filing pursuant to the HSR Act and any requests for additional information (including any second request) by any Governmental Entity;
(D) other applicable Antitrust Laws with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur Merger as promptly as practicable prior following the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble HSR Act or any Affiliate or business of Trimble, other than the Company applicable Antitrust Law and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use commercially reasonable best efforts to take, or cause to be taken, all other actions that are consistent with this Section 6.5 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other applicable Antitrust Law (including any extensions thereof) as soon as practicable.
(c) Each of the Parties shall use commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with obtaining an Antitrust Consent and in connection with any investigation or other inquiry by or before a Governmental Authority relating to Antitrust Laws and (ii) keep the other Parties informed in all material respects and on a reasonably necessary, propertimely basis of any material communication received by such Party from, or advisable given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority. Subject to obtain applicable Laws relating to the exchange of information, each of the Parties shall have the right to review in advance, and to the extent practicable, consult with the other on, all the information relating to the other Parties and their respective Affiliates, as the case may be, that appears in any approvals filing made with, or consents required under applicable FDI written materials submitted to, any Governmental Authority in connection with the Merger related to Antitrust Laws; provided, that any such action shall materials may be conditioned on redacted (A) to remove references concerning the consummation valuation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be takenacquired by Parent pursuant hereto, any actions (B) as necessary to comply with contractual arrangements and (C) as necessary to address reasonable attorney-client or do, other privilege or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimbleconfidentiality concerns.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. During the Interim Period:
(a) Each Party (other than the Representative) shall use commercially reasonably efforts to obtain as promptly as practicable all material consents and approvals that such Party or its Affiliates are required to obtain in order to consummate the transactions contemplated hereby.
(b) Each Party (other than the Representative) shall (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take make or cause to be taken made the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein filings required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period Person or any of its Affiliates under any Laws applicable to it with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, by this Agreement and in to pay any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or fees due of it in connection with any the filings, as promptly as is reasonably practicable; (ii) cooperate with the other applicable Laws including FDI Laws, including in Parties and furnish the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity that is necessary in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable the other Parties' filings; (iii) use reasonable efforts to permit consummation cause the expiration of the transactions contemplated hereby, including promptly complying with notice or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any Laws applicable Laws to expire or otherwise terminate and shall take all actions necessary it with respect to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this AgreementAgreement as promptly as is reasonably practicable; (iv) promptly inform the other Parties of any communication from or to, and providedany proposed understanding or agreement with, furtherany Governmental Authority in respect of the filings; (v) reasonably consult and cooperate with the other Parties in connection with any analyses, thatappearances, notwithstanding anything presentations, memoranda, briefs, arguments, and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions or other Legal Proceedings with Governmental Authorities relating to the contrary hereinfilings; (vi) comply, (i) Trimble shall not be required to take as promptly as is reasonably practicable, with any action with respect to Trimble requests received by a Party under any Laws for additional information, documents or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions materials with respect to the Company and its Subsidiaries without the prior written consent of AGCOfilings, and neither Trimble nor AGCO shall (vii) attempt to resolve any objections as may be required to take asserted by any actions Governmental Authority with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, and (iviii) Trimble shall not be required to take contest and resist any action with respect or other proceeding instituted (or threatened in writing to Trimble be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as violative of any Laws.
(c) If a Party or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required its Affiliates intends to take participate in any action meeting with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions Governmental Authority with respect to the Company filings and its Subsidiaries without if permitted by, or acceptable to, the applicable Governmental Authority, such Party shall give the other Parties reasonable prior written consent of AGCOnotice of, and neither Trimble nor AGCO an opportunity to participate in, the meeting (whether telephonic, in person, by video or teleconference).
(d) In connection with any such filings, Parent and Merger Sub shall be required to take any actions cooperate in good faith with respect to Governmental Authorities and the Company and undertake promptly any and all action required to lawfully complete the transactions contemplated by this Agreement.
(e) Each Party (other than the Representative) shall provide prompt notification to the other Parties when it becomes aware that any such consent or approval referred to in this Section 4.3.7 is obtained, taken, made, given or denied, as applicable.
(f) In furtherance of the foregoing covenants: Each Party (other than the Representative) shall prepare and file, or cause its Subsidiaries if such actionsAffiliates to prepare and file, individually as soon as is practicable following the execution of this Agreement, all necessary filings applicable to it and in connection with the transactions contemplated by this Agreement that may be required under any Laws. Each Party (other than the Representative) shall promptly furnish the other Parties with copies of any notices, correspondence or other written communication (including email and text messaging) received by it or its Agents from the relevant Governmental Authority, shall promptly make any appropriate or necessary subsequent or supplemental responses, communications and filings required of it, and shall cooperate in the aggregatepreparation of the filings as is reasonably necessary and appropriate. Each Party shall not, would and shall cause its Affiliates not to, take any action that could reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that approval of any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOGovernmental Authority.
Appears in 1 contract
Samples: Merger Agreement
Regulatory Matters. (ia) Subject to In furtherance of Section 7.1, Parent and the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than Company shall within ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect make or cause to this Agreement and the transactions contemplated herein be made any filings required of each of them or any of their respective Affiliates under the HSR Act with respect to the Transactions. Parent and the Company shall, and shall cause their respective Affiliates to, cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under any applicable Laws with respect to any such filing or any such transaction, and shall promptly make an appropriate response to any inquiries or requests for Trimble additional information or documentary material from any such Governmental Authority. Subject to applicable Law, each party shall promptly inform the other party hereto of any material oral communication with, and AGCOprovide copies of material written communications with, any Governmental Authority regarding any such filings or any such transaction; provided, that materials may be redacted (i) as necessary to comply with contractual arrangements or applicable Laws and (ii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no party hereto shall independently participate in any substantive meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Notwithstanding the foregoing, in connection with any filings under the HSR Act or other Antitrust Laws, Parent and Merger Sub shall not be obligated to (x) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of Parent’s Title IV eligible institutions or their brands, and the Surviving Corporation after the Closing or (y) otherwise take or commit to take any actions that after the Closing would limit the freedom of Parent’s Title IV eligible institutions or their brands, and the Surviving Corporation after the Closing with respect to, or their ability to retain the business of the Company or the Company Subsidiaries, one or more of their other businesses, product lines or assets, or conduct any other business. Each party hereto shall pay its own legal fees and other expenses incurred by such party relating to obtaining all approvals for the Transactions under the HSR Act and other Antitrust Laws; provided, however, that all filing fees payable in connection therewith shall be borne by Parent.
(b) Parent and its Subsidiaries, including Merger Sub, shall not take any actions that could reasonably be expected to delay or impede the ability of the parties to consummate the Transactions. Without limiting the foregoing, Parent and its Subsidiaries, including Merger Sub, shall not acquire, invest in, or otherwise obtain (or in each case, requesting early agree to do the same) any interest in any Person or portion thereof, if entering into a definitive agreement relating to or consummating such a transaction could reasonably be expected to (A) impose any delay in the obtaining of, or increase the risk of not obtaining any permits, Orders or other approvals of any Governmental Authority or Educational Agency necessary to consummate the Transactions or the expiration or termination of the any applicable waiting period with respect to the transactions contemplated hereby;
period, (B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by materially increase the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement risk of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, Authority or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on Educational Agency entering an Order prohibiting the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything Transactions or materially increase the risk of not being able to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that remove any such action shall be conditioned Order on appeal or otherwise or (C) otherwise delay or prevent the consummation of the transactions contemplated Transactions.
(c) In the event any proceeding by this Agreement; provideda Governmental Authority or Educational Agency or other Person is commenced which questions the validity or legality of the Transactions or seeks damages in connection therewith, furtherthe parties agree to cooperate to defend against such proceeding and, thatif an injunction or other order is issued in any such action, notwithstanding anything suit or other proceeding, to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected use commercially reasonable efforts to have a material adverse effect on the business, financial condition, such injunction or prospects of the Company and its Subsidiaries;
(F) to refrain fromother order lifted, and to cause each of its Affiliates to refrain from, taking cooperate reasonably regarding any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar other impediment to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent consummation of the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, Transactions. Nothing in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits 7.2(c) shall expand or limit any member parties’ obligations under Section 7.2(a) or Section 7.2(b) of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PERDOCEO EDUCATION Corp)
Regulatory Matters. (ia) Subject to Subsection 3.3(e), the terms and conditions set forth in this AgreementParties shall, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon promptly as practicable, co-operate in the preparation and filing of any necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and use their commercially reasonable efforts to obtain the Regulatory Approvals, and provide or submit all documentation and information that is required or reasonably considered by the Parties to be advisable in connection with obtaining the Regulatory Approvals. In addition, the Parties shall use commercially reasonable efforts to obtain any eventother third party consents, no later than ten (10) Business Days following the date of this Agreementwaivers, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCOpermits, in each caseexemptions, requesting early termination orders, approvals, agreements, amendments or confirmations that are reasonably deemed by either of the waiting period Parties to be necessary in connection with respect the Arrangement.
(b) Each Party shall promptly notify the Other Party if at any time before the Effective Time it becomes aware that the Circular, an application for a Regulatory Approval or any other third party consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations necessary pursuant to Subsection 2.8(a) contains a misrepresentation, or of information that otherwise requires an amendment or supplement to the transactions contemplated hereby;
(B) as soon as reasonably practicableCircular, and in any eventthe application for a Regulatory Approval or such other consent, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B)waiver, file any notificationpermit, pre-notification exemption, order, approval, agreement, amendment or other form necessaryconfirmation, as the case may be, to obtain and the Parties shall co-operate in the preparation of such amendment or supplement as required, including the distribution and filing of such amendment or supplement by the Parties.
(c) Each Party will promptly inform the Other Party of any consents, clearances requests or approvals required under or comments made by Securities Authorities in connection with any the Circular. Each of the Parties will cooperate with the other applicable Laws including FDI Laws, including and shall diligently do all such acts and things as may be reasonably necessary in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation context of the transactions contemplated hereby, including promptly complying with preparation of the Circular and use its reasonable commercial efforts to resolve all requests or modifying any requests for additional information (including any second request) comments made by any Governmental Entity;
(D) Securities Authorities with respect to Antitrust Laws, the Circular and any other filings related to use reasonable best efforts to take, the Circular or the Arrangement and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay after receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingthereof.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this AgreementGlacier shall, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon promptly as practicable, file any necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approval and use their commercially reasonable efforts to obtain the Regulatory Approval and provide or submit all documentation and information that is required or reasonably considered by the Parties to be advisable in connection with obtaining the Regulatory Approvals.
(b) Each Party shall promptly notify the other Party if at any eventtime before the Effective Time it becomes aware that the Circular or the application for the Regulatory Approval contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made, no later than ten (10) Business Days following or of information that otherwise requires an amendment or supplement to the date of this AgreementCircular, file the initial pre-merger notifications with respect to this Agreement application for the Regulatory Approval and the transactions contemplated herein required under Parties shall co-operate in the HSR Act for Trimble preparation of such amendment or supplement as required, including the distribution and AGCO, filing of such amendment or supplement by the Parties.
(c) Each Party will promptly inform the other Party of any requests or comments made by Securities Authorities in each case, requesting early termination connection with the Circular. Each of the waiting period Parties will cooperate with the other and shall diligently do all such acts and things as may be reasonably necessary in the context of the preparation of the Circular and use its reasonable commercial efforts to resolve all requests or comments made by Securities Authorities with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, Circular and in any event, within any applicable deadlines mandated by other filings related to the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification Circular or other form necessary, as the case may be, to obtain any consents, clearances or approvals Arrangement and required under or in connection with any other applicable Applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay after receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingthereof.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Arrangement Agreement
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without Without limiting the generality of the undertakings pursuant to this Section 7.46.3, Trimble, on the one handeach of Seller and Purchaser shall, and AGCOshall cause their respective Subsidiaries to, on the other hand, agree to take or cause to be taken the following actions:
(Ai) as soon promptly as practicable, and in make any event, no later than ten (10) Business Days following filing with the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement FTC and the transactions contemplated herein DOJ required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
by the Transaction Agreements, (Bii) as soon promptly as reasonably practicable, and in make or cause its Subsidiaries to make any event, within material filing or notice required under any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification Other Relevant Antitrust Law or other form necessaryGovernmental Rule applicable to the Transaction Agreements or the transactions contemplated thereby and (iii) as promptly as practicable, as the case may be, to obtain provide any consents, clearances or approvals required under or supplemental information requested in connection with any the HSR Act, Other Relevant Antitrust Law or such other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to Governmental Rules as promptly provideas practicable after such request is made. Each of Seller and Purchaser shall, and shall cause each of its Affiliates their respective Subsidiaries to, furnish to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged the other such information and documents requested by any such Governmental Antitrust Entity assistance as the other may reasonably request in connection with obtaining its preparation of any such consentfiling or notice which is necessary under the HSR Act, clearance, approval, Other Relevant Antitrust Law or authorization such other Governmental Rules or which is otherwise requested by the FTC or DOJ or other Governmental Authority in the course of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation any review of the transactions contemplated herebyby the Transaction Agreements. Seller and Purchaser shall keep each other apprised of the status of any communications with, including promptly complying with and inquiries or modifying any requests for additional information (including from, the FTC and DOJ or any second request) other Governmental Authority. Without limiting the generality of Section 6.3, promptly following the execution and delivery by any Governmental Entity;
(D) with respect to Antitrust Lawsthe parties of this Agreement, the Parties shall, to use reasonable best efforts the extent necessary and where practicable and allowed by the applicable Governmental Authority upon consultation with each other, enter into discussions with the Governmental Authorities from whom consents or non-actions are required to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or be obtained in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and providedthe Transaction Agreements in an effort to obtain all such required consents or non-actions from such Governmental Authorities, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions in each case with respect to the Company and its Subsidiaries without transactions contemplated by the prior written consent of AGCOTransaction Agreements, and neither Trimble nor AGCO shall be required so as to take any actions with respect enable the Closing to the Company and its Subsidiaries if such actionsoccur as soon as reasonably possible. Purchaser shall, individually or in the aggregateat Purchaser’s sole cost, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, any and all actions that are reasonably and do, or cause to be done, any and all things necessary, proper, proper or advisable to avoid, eliminate and resolve each and every impediment and obtain any such Governmental Authority approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on in connection with the consummation of the transactions contemplated by this Agreement; provided, furtheras promptly as practicable. However, thatPurchaser shall not, notwithstanding anything in order to comply with its obligations contained in this Section 6.4, have any obligation to (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of specific assets or categories of assets or businesses of the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble Crimson Business or any Affiliate of Purchaser’s other assets or business of Trimble, other than the Company businesses now owned or presently or hereafter sought to be acquired by Purchaser; (B) terminate any existing relationships and the Transferred Subsidiaries, contractual rights and obligations; (iiC) AGCO shall not be required amend or terminate existing Contracts and to take enter into new Contracts; or (D) make any action with respect behavioral commitments or otherwise commit to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and that would limit or modify Purchaser’s or its Subsidiaries without the prior written consent Affiliate’s rights of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial conditionownership in, or prospects of ability to conduct the Company and its Subsidiaries;
(F) to refrain frombusiness of, and to cause each one or more of its Affiliates to refrain fromoperations, taking any actions divisions, businesses, product lines, customers or doingassets, or causing to be doneincluding, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede after the Closing, the Crimson Business or (3) cause any Governmental Entity of the Acquired Assets; provided that Purchaser shall give good faith consideration to object to requests for such transactionsaction. Purchaser, including by acquiring in the event that any permanent or agreeing to acquire any assets preliminary injunction or businesses engaged in whole other order is entered or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause becomes reasonably foreseeable to be taken, entered in any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, proceeding that would be reasonably likely to materially adversely impact the economic benefits any member make consummation of the Trimble Group reasonably expects to receive under acquisition of the Acquired Assets, the Crimson Business or the other transactions contemplated hereby in accordance with the terms of this Agreement and unlawful or that would prevent or delay consummation of the Ancillary Agreements acquisition of the Acquired Assets, Crimson Business or the other transactions contemplated by this Agreement, taken Purchaser shall use its reasonable efforts necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a wholeschedule as close as possible to that contemplated by this Agreement unless Purchaser decides, in a manner good faith, that litigation is disproportionately adverse not in a material respect relative its best interests.
(b) Seller and Purchaser shall cooperate to the corresponding impact on the economic benefits any memner jointly prepare and file with CFIUS, as soon as practicable after execution of the AGCO Group reasonably expects to receive under this Agreement and in any event within ten (10) Business Days following the Ancillary Agreements date hereof, a draft joint voluntary notice contemplated under 31 C.F.R. § 800.401(f) with respect to the transactions contemplated hereby, and will make an appropriate filing with CFIUS as contemplated under 31 C.F.R. § 800.401(a) as soon as practicable following receipt of feedback from CFIUS with respect to such draft filing. Seller and Purchaser shall furnish any supplemental information requested by CFIUS in connection therewith pursuant to the DPA and the applicable regulations promulgated thereunder. Purchaser and Seller shall, and shall cause their respective Affiliates to: (i) cooperate with each other in connection with any such filing or the provision of any such information (including, to the extent reasonably possible, providing copies, or portions thereof, of all such documents to the non-filing party prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith); (ii) to the extent not prohibited by a Governmental Authority, promptly inform the other Party of any communication and supply to the other Party any written communication received by such Party from, or given by such Party to, CFIUS or any other Governmental Authority; (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, CFIUS or any other Governmental Authority, and to the extent permissible, give the other Party the opportunity to participate in such meetings and conferences; and (iv) as soon as practicable after the date of this Agreement, taken adopt any mitigation measures required by the United States Government as a wholecondition of issuing CFIUS Clearance that are, without individually, and in the prior written consent of Trimbleaggregate, acceptable to Purchaser.
(iiic) Trimble will not takeSeller shall use reasonable efforts to cooperate with Purchaser in respect of any action, condition or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect restriction required by CFIUS in connection with the economic benefits that any member satisfaction of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOCFIUS Clearance.
Appears in 1 contract
Regulatory Matters. (ia) Subject The Parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions set forth of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Atlantic Capital and FSGI shall have the right to review in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, advance and AGCO, on each will consult the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCOon, in each case, requesting early termination of the waiting period with respect case subject to applicable laws relating to the transactions contemplated hereby;
(B) as soon as reasonably practicableconfidentiality of information, all the information relating to Atlantic Capital and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessaryFSGI, as the case may be, to obtain and any consentsof their respective Subsidiaries, clearances that appears in any filing made with, or approvals required under written materials submitted to, any third party or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated herebyby this Agreement. In exercising the foregoing right, including each of the Parties shall act reasonably and as promptly complying as practicable. Each Party shall consult with the other Party in advance of any meeting, conference or modifying any requests for additional information (including any second request) by communication with any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or Entity in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior and to the Outside Dateextent permitted by such Governmental Entity, including consenting give the other Party and/or its counsel the opportunity to attend and participate in such meetings and conferences. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require any Party to take any action, or commit to take any action, or agree to any divestiturecondition or restriction, salein connection with obtaining the foregoing permits, disposition consents, approvals and authorizations of third parties or Governmental Entities, that the Parties agree would have a Material Adverse Effect (measured on a scale relative to Atlantic Capital) on either FSGI or Atlantic Capital (a “Materially Burdensome Regulatory Condition”).
(b) Each Party shall, upon request, furnish to the other structural all information concerning itself, its Subsidiaries, directors, officers and shareholders, as applicable, and such other matters as may be reasonably necessary or conduct remedy advisable in order connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of FSGI, Atlantic Capital or any of their respective Subsidiaries to obtain clearance any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Each Party shall promptly advise the other Party upon receiving any communication from any Governmental Entity, provided, that any such action shall be conditioned on Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement; and providedAgreement that causes such Party to believe that there is a reasonable likelihood that any FSGI Requisite Regulatory Approval or Atlantic Capital Requisite Regulatory Approval, furtherrespectively, that, notwithstanding anything to the contrary herein, (i) Trimble shall will not be required to take any action with respect to Trimble obtained or any Affiliate or business of Trimble, other than that the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, such approval may be materially delay delayed or materially impede the Closing, or (3) cause any Governmental Entity subject to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the ClosingMaterially Burdensome Regulatory Condition.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) As promptly as soon as practicable, and in any event, no later than ten (10) Business Days practicable following the date execution and delivery of this Agreement, file but in no event more than sixty (60) days from the initial pre-merger notifications date hereof, Sun and Advantage shall cause to be prepared and filed all required applications and filings with respect to this Agreement and the transactions Regulatory Authorities which are necessary or contemplated herein required under for the HSR Act for Trimble and AGCO, in each case, requesting early termination obtaining of the waiting period with respect to Consents of the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification Regulatory Authorities or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying Merger. Such applications and filings shall be in such form as may be prescribed by the respective government agencies and shall contain such information as they may require. The parties hereto will cooperate with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to each other and use reasonable their best efforts to takeprepare and execute all necessary documentation, to effect all necessary or contemplated filings and to cause each of its Affiliates to takeobtain all necessary or contemplated permits, any and all actions reasonably necessary to obtain any consents, clearancesapprovals, approvals rulings and authorizations of government agencies and third parties which are necessary or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws contemplated to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of consummate the transactions contemplated by this Agreement; and provided, furtherincluding, thatwithout limitation, notwithstanding anything to those required or contemplated from the contrary hereinRegulatory Authorities, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shareholders of Advantage. Each of the parties shall not be required have the right to take review any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial conditionfiling made with, or prospects of the Company and its Subsidiaries;
(E) written material submitted to, any government agencies in connection with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(iib) AGCO Each party hereto will not takefurnish the other party with all information concerning itself, its subsidiaries, directors, trustees, officers, shareholders and depositors, as applicable, and such other matters as may be necessary or cause advisable in connection with any statement or application made by or on behalf of any such party to be takenany governmental body in connection with the transactions, any actions applications or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements filings contemplated by this Agreement. The parties hereto will promptly furnish each other with copies of written communications received by them or their respective subsidiaries, taken as a wholeif any, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits from, or delivered by any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be takenforegoing to, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member governmental body in respect of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this Agreement, without the prior written consent of AGCOhereby.
Appears in 1 contract
Regulatory Matters. Each party shall keep each of the other parties reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Authority. In that regard, each party shall without limitation: (i) Subject to promptly notify the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one handothers of, and AGCOif in writing, on furnish the other hand, agree to take or cause to be taken others with the following actions:
copies of (A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCOor, in each casethe case of material oral communications, requesting early termination of advise the waiting period others orally of) any communications from or with any Governmental Authority with respect to the transactions contemplated hereby;
by this Agreement, (Bii) permit the others to review and discuss in advance, and consider in good faith the views of the others in connection with, any proposed written (or any proposed material oral) communication with any Governmental Authority, (iii) not participate in any meeting with any Governmental Authority unless it consults with the others in advance and to the extent permitted by such Governmental Authority gives the others the opportunity to attend and participate thereat, (iv) furnish the others with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any Governmental Authority with respect to this Agreement, and (v) respond as soon promptly as reasonably practicable, practicable to any inquiries received from the FTC or the Antitrust Division and in to all inquiries and requests received from any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification State Attorney General or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or Governmental Authority in connection with any other applicable Laws including FDI LawsRegulatory Approvals and antitrust matters. Notwithstanding anything to the contrary contained herein, including (i) nothing in this Agreement will require LKQ, whether pursuant to an order of the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provideFTC or the Antitrust Division or otherwise, to each Governmental Entity with jurisdiction over enforcement dispose of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity assets, lines of business or equity interests in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable order to permit consummation obtain the consent of the transactions contemplated hereby, including promptly complying with FTC or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect the Antitrust Division to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement Agreement, and (ii) without the other parties’ consent (which consent shall not be unreasonably withheld, delayed or conditioned), none of the Company, LKQ or any of their affiliates shall (a) extend any waiting period or agree to occur as promptly as practicable prior refile under the HSR Act or (b) enter into any agreement with the FTC or the Antitrust Division agreeing to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the suspend consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Stock Purchase Agreement (LKQ Corp)
Regulatory Matters. Notwithstanding anything to the contrary herein or in the Security Documents, the Agents and the Lenders hereby agree that they will not take action pursuant to the Security Documents with respect to any item of Collateral associated with or related to any Communications License (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated extent such action is not permitted by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification FCC or other form necessary, as the case may be, to obtain any consents, clearances Governmental Authority or approvals required under or in connection with any other applicable Laws including FDI Lawslaws, including rules or regulations; or (ii) that would constitute or result in an assignment or a change of control of a Communications License (including, without limitation, an assignment or transfer of control (as those terms are defined by the Communications Act of 1934, as amended, or by the laws of any other Governmental Authority or in the jurisdictions set forth in Schedule 7.4(d)(i)(Brules or regulations of the FCC);
(C) now held by or to promptly provide, and cause each be issued to the Borrower or any of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approvalSubsidiaries, or authorization of such Governmental Antitrust Entity that is necessary, proper otherwise would require prior notice to or advisable to permit consummation of approval from the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition FCC or other structural Governmental Authority, without first providing such notice or conduct remedy obtaining such prior approval. The Borrower agrees to take any action which the Administrative Agent may reasonably request consistent with and subject to and in accordance with applicable law in order to obtain clearance from the FCC or any other relevant Governmental EntityAuthority such approval as may be necessary to enable the Lenders to exercise the full rights and benefits granted to the Lenders pursuant to this Agreement, provided, that any such action shall be conditioned on including the consummation use of the transactions Borrower's commercially reasonable efforts to assist in obtaining the approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by this Agreement; the Security Documents for which such approval is required by law and providedspecifically, furtherwithout limitation, thatupon request at any time after the occurrence and during the continuance of an Event of Default, notwithstanding anything to prepare, sign and file with the FCC or any other relevant Governmental Authority the assignor's or transferor's and licensee's portions of any application or applications for consent to the contrary herein, (i) Trimble shall not assignment or transfer of control of any Communications License that may be required to take necessary or appropriate under the rules of the FCC or such other Governmental Authority for approval of any action with respect to Trimble sale or any Affiliate or business transfer of Trimble, other than control of the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect Collateral pursuant to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects exercise of the Company Lenders' rights and its Subsidiaries;
(E) with respect to approvals or consents required remedies under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions the Security Documents; provided that are reasonably necessary, proper, or advisable Borrower's failure to obtain any approvals such approval shall not constitute a Default or consents required under applicable FDI Laws; providedEvent of Default. The Borrower further consents, that subject to obtaining any such action shall be conditioned on necessary approvals, to the consummation assignment or transfer of control of any Communications License to operate to a receiver, trustee, or similar official or to any purchaser of the transactions contemplated by this Agreement; providedCollateral pursuant to any public or private sale, furtherjudicial sale, thatforeclosure, notwithstanding anything or exercise of other remedies available to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be Lenders as permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingapplicable law.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (a) Each Party agrees to file or cause to be filed all filings with Governmental Entities under any Regulatory Laws and Securities Laws that are necessary or advisable for the consummation of the Contemplated Transactions, provided, however, that, the Offeror shall pay 100% of the fees in respect of the ICA Approval, the Competition Act Approval and the HSR Act Approval. The Parties shall use their respective commercially reasonable efforts and cooperate fully with each other: (i) Subject to make or cause to be made such filings promptly following the execution of this Agreement; (ii) to respond at the earliest date reasonably possible to any requests for additional information or documentary material made by any Governmental Entity; and (iii) to take such actions as are necessary or advisable to obtain the necessary approvals under the Regulatory Laws and Securities Laws at the earliest date reasonably possible, all so as to enable the consummation of the Contemplated Transactions to occur as soon as reasonably possible (and in any event in advance of the Outside Date).
(b) Each Party shall, in connection with the notifications, filings, applications or other submissions under any Regulatory Law or Security Law (collectively, the “Filings”), use its commercially reasonable efforts, subject to all applicable Laws relating thereto and to the terms exchange of privileged, confidential or competitively-sensitive information, to: (i) permit the other Party to review in advance any proposed communication to any Governmental Entity; (ii) keep the other Party promptly informed of any material communication received by such Party from, or given by such Party to, the relevant Governmental Entities and conditions set forth any material communication received or given in this Agreementconnection with any proceeding by a private party; and (iii) to consult with the other Party in advance of and give the other Party the opportunity to attend and participate in meetings and conferences with the Governmental Entities with respect to the Contemplated Transactions.
(c) Other than to the extent any Laws expressly require Fibrek or any of its subsidiaries to obtain any consent, clearance or approval of any Governmental Entity or to make any filing with any Governmental Entity, the Offeror shall be solely responsible for making all such filings and otherwise pursuing all required consents, clearances and approvals from Governmental Entities which are required to consummate the Contemplated Transactions (provided that Fibrek shall, in a timely manner, provide all information, consents, approvals and assistance reasonably requested by the Offeror in connection therewith), and shall, without limiting the generality of Section 7.2(a), pay all fees in respect of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, Competition Act Approval and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCOApproval, in each case, requesting early termination associated therewith and shall advise Fibrek of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification filings or notices made or other form necessary, as the case may be, to obtain any communications given or received in connection with such consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as As soon as practicable, and in any event, no later than ten event within twenty (1020) Business Days following business days after the date hereof, each of this Agreement, the parties hereto shall file any Notification and Report Forms and related material required to be filed by it with the initial pre-merger Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and any similar required notifications under the laws of any foreign jurisdiction with respect to this Agreement the Merger and the transactions contemplated herein required under by this Agreement and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable.
(ii) As soon as practicable after the HSR Act for Trimble and AGCOdate hereof, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicableparties hereto shall make, and in shall cause their Subsidiaries to make, all necessary filings with or applications to any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification Governmental Authority that has issued either a EchoStar Permit or other form necessarya Xxxxxx Permit, as the case may be, with respect to the transactions contemplated by the GM Transaction Agreements, the Xxxxxx Transaction Agreements and the EchoStar Transaction Agreements, including any necessary applications to the FCC for consent to the transfer of the EchoStar FCC Licenses and/or the Xxxxxx FCC Licenses pursuant to the transactions contemplated hereby (the "FCC Consent Application").
(iii) The parties shall, subject to Section 5.1(b)(v) below: (A) use their best efforts to obtain prompt termination of any consentswaiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period with respect to the Merger), clearances and neither party shall, without the prior consent of the other, agree with any Governmental Authority not to consummate the Merger for a period of time beyond the expiration of the waiting period applicable to the consummation of the Merger under the HSR Act or approvals required to extend the Closing Date to a date within the ninety (90)-day period prior to the Outside Date (as defined below); (B) furnish to the other party such information and assistance as such party reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under any Antitrust Law; (C) keep the other party promptly apprised of any communications with, and inquiries or requests for information from, such Governmental Authorities; (D) permit the other party to review any material communication given by it to, and consult with the other party in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by such applicable Laws including FDI LawsGovernmental Authority or other Person, including give the other party the opportunity to attend and participate in such meetings and conferences; and (E) use their best efforts to cause the jurisdictions condition set forth in Schedule 7.4(d)(i)(B);
(CSection 6.1(b) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, be satisfied; provided that any such no action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that taken which would be reasonably likely to (1) prevent delivery of the Tax Opinions (as defined below) or materially delay receipt of any governmental approvalsthe Ruling (as defined in the GM/Xxxxxx Separation Agreement), or (2) prevent, materially delay cause the representations and assumptions underlying the Tax Opinions or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will Ruling not take, or cause to be taken, any actions or do, or cause to be done, any things, true and correct in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member all material respects. For purposes of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken "Antitrust Law" means the Xxxxxxx Act, as a wholeamended, in a manner the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that is disproportionately adverse in a material respect relative are designed or intended to prohibit, restrict or regulate actions having the corresponding impact on the economic benefits any memner purpose or effect of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent monopolization or restraint of Trimbletrade or lessening of competition through merger or acquisition.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions set forth of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities.
(b) In furtherance and not in this Agreement, without limiting the generality limitation of the undertakings pursuant to this Section 7.4foregoing, Trimble, on each of the one hand, Company and AGCO, on the other hand, agree to take Parent shall (i) make or cause to be taken made the following actions:
(A) filings required of such party under the HSR Act with respect to the Merger as soon promptly as practicable, and in any event, no later than ten (10) Business Days following practicable after the date of this Agreement, file (ii) comply at the initial pre-merger notifications earliest practicable date with respect to this Agreement and the transactions contemplated herein required any request under the HSR Act for Trimble additional information, documents or other materials received by such party from the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or by any other Governmental Entity in respect of such filings or the Merger and AGCO(iii) act in good faith and reasonably cooperate with the other party in connection with any such filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity with respect to any such filing or the Merger. Parent and the Company shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case, requesting early termination of the waiting period with respect case subject to applicable laws relating to the transactions contemplated hereby;
(B) as soon as reasonably practicableexchange of information, and in any event, within any applicable deadlines mandated by all the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification information relating to the Company or other form necessaryParent, as the case may be, to obtain and any consentsof their respective Subsidiaries, clearances which appears in any filing made with, or approvals required under written materials submitted to, any third party or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the Outside Dateexchange of information. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, including consenting consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences.
(c) Each of Parent and the Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or the Company to take, or commit to take, any action or agree to any divestiturecondition or restriction that would reasonably be likely to result in a Materially Burdensome Regulatory Condition. For purposes of this Agreement, salea “Materially Burdensome Regulatory Condition” shall mean making proposals, executing or carrying out agreements (including consent decrees) or submitting to Laws (i) providing for the transfer, license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, the Company or any of their respective Subsidiaries or the holding separate (through the establishment of a trust or otherwise) of the shares of capital stock of any Company Subsidiary or any Parent Subsidiary or (ii) imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their respective Subsidiaries to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the business of the Company, the Company Subsidiaries, Parent or the Parent Subsidiaries, in each case other structural than any de minimis administrative or conduct remedy ministerial obligations.
(d) Parent and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in order connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to obtain clearance any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of Parent and the Company agrees, as to itself and its Subsidiaries, (i) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statement was made, not misleading. Each of Parent and the Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement.
(e) Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity, provided, that any such action shall be conditioned on the Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything Agreement that causes such party to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have believe that there is a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, likelihood that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall consent or approval will not be required to take any action with respect to Trimble obtained or any Affiliate or business of Trimble, other than that the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO approval will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimbletimely received.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Merger Agreement (Envestnet, Inc.)
Regulatory Matters. (ia) Subject to In furtherance and not in limitation of the terms of Section 6.2(a), each of the Parties shall promptly execute and conditions set forth file, or join in the execution and filing of, any application, notification, or other document that may be necessary in order to obtain the authorization, approval, or consent of any Governmental Authority that may be reasonably required in connection with the consummation of the transactions contemplated by this Agreement, without limiting the generality .
(b) Each of the undertakings pursuant Parties shall use its reasonable best efforts to this Section 7.4obtain (or in the case of the Company, Trimblecause its Subsidiaries to obtain) all such authorizations, on approvals, clearances and consents as promptly as possible after the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date execution of this Agreement, file including the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early expiration or termination of the waiting period under the HSR Act with respect to the transactions contemplated hereby;
(B) by this Agreement. Without prejudice to the foregoing, to the extent not completed prior to the date hereof, the Parties hereto shall make, or cause to be made, all filings required of each of them or any of their respective Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated by this Agreement as soon as reasonably practicable, and but in any event, within any applicable deadlines mandated by with respect to the jurisdictions set forth in Schedule 7.4(d)(i)(BHSR Act, no later than five (5) days following the execution of this Agreement. Each of the Parties shall furnish promptly to the Federal Trade Commission (the “FTC”), file the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and any notification, pre-notification other requesting Governmental Authority any additional information reasonably requested pursuant to the HSR Act or other form necessaryAntitrust Table of Contents Laws in connection with such filings. The Parties will notify each other promptly of any oral communication with, as and provide copies of written communications with, any Governmental Authority in connection with any filings made pursuant to this Section 6.6(b). Each of the case may beParties shall cooperate reasonably with the other in connection with any such filing (including, to obtain the extent permitted by applicable Law, providing copies of all such documents to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any consentsinvestigation or other inquiry of the FTC, the Antitrust Division or any other Governmental Authority under any Antitrust Laws with respect to any such filing. No Party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. To the extent permitted by applicable Laws, and subject to all applicable privileges (including the attorney client privilege), each of the Parties shall consult and cooperate with the other, and consider in good faith the views of each other, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. Without limiting the foregoing, Parent shall have the right to direct, lead and make final decisions, consistent with Parent’s obligations under this Section 6.6, regarding (i) all communications with any Governmental Authority and (ii) timing and strategy, in each case of clauses (i) and (ii), with respect to all authorizations, approvals, clearances or approvals and consents required under or in connection with any the HSR Act or other applicable Antitrust Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with subject to prior consultation with, and good faith consideration of the views of, the Company. Each of the Parties may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.6(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or modifying any requests for additional information (including any second request) by any Governmental Entity;directors of the recipient, unless express written permission is obtained in advance from the source of the materials.
(Dc) with respect to Antitrust Laws, Parent agrees to use its reasonable best efforts to take, and to cause each of its Affiliates to take, take any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions steps necessary to avoid or eliminate each and every impediment under the HSR Act and any applicable Laws other Antitrust Law that may be asserted by any Governmental Entity, in each case, Authority with respect to enable the transactions contemplated by this Agreement so as to enable the Closing to occur as promptly soon as practicable prior to reasonably possible (and in any event no later than the Outside Date), including consenting to any divestiture, sale, disposition the entrance into such arrangements as are necessary or other structural or conduct remedy advisable in order to obtain clearance from avoid the entry of, and the commencement of any Governmental EntityAction seeking the entry of, providedor to effect the dissolution of, that any such action shall be conditioned on injunction, temporary restraining order or other Order in any Action, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble provided that in no event shall not Parent be required to take propose, negotiate, commit to or effect, by consent decree, hold separate orders, Table of Contents licensing, or otherwise, the sale, divestiture or disposition of any action with respect of its assets, properties or businesses, or to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect agree to the Company and its Subsidiaries without sale, divestiture or disposition of the prior written consent of AGCOassets, and neither Trimble nor AGCO shall properties or businesses to be required to take acquired by it pursuant hereto. If any actions with respect to Action is threatened or instituted by any Governmental Authority challenging the Company and its Subsidiaries if such actions, individually validity or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial conditionlegality of, or prospects of the Company and its Subsidiaries;
(E) with respect seeking to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on restrain the consummation of of, the transactions contemplated by this Agreement; provided, furtherParent shall use reasonable best efforts to avoid, thatresist, notwithstanding anything to the contrary hereinresolve or, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contestnecessary, defend and appeal any such Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Merger Agreement (RPX Corp)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) Subject to the terms and conditions set forth in this Agreementtake, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicabletaken, and in any eventall actions necessary, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications proper or advisable to comply promptly with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and including obtaining any third-party consent which may be required to be obtained in any eventconnection with the transactions contemplated hereby, within any applicable deadlines mandated by and, subject to the jurisdictions conditions set forth in Schedule 7.4(d)(i)(BArticle VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following the Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), file any notificationto obtain as promptly as practicable all permits, pre-notification consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Each of Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other form necessaryon, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, to obtain and any consentsof their respective Subsidiaries, clearances which appear in any filing made with, or approvals required under written materials submitted to, any third party or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining any such consentof all permits, clearanceconsents, approval, or authorization approvals and authorizations of such all third parties and Governmental Antitrust Entity that is necessary, proper Entities necessary or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to occur as promptly as practicable prior completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to the Outside Date, including consenting to resolve any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from objections that may be asserted by any Governmental Entity, provided, that any such action shall be conditioned on the consummation of Entity with respect to this Agreement or the transactions contemplated by this Agreement; and provided. Notwithstanding anything set forth in this Agreement, further, that, notwithstanding anything nothing contained in this Agreement shall be deemed to the contrary herein, (i) Trimble shall not be required require Parent to take any action with respect to Trimble action, or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required commit to take any action action, or agree to any condition or restrictions, in connection with respect to AGCO obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition, condition of Company or prospects of the Parent (measured on a scale relative to Company and its Subsidiaries;, taken as a whole) or on the expected benefits to be received by Parent from the Mergers following the Closing, including, for the avoidance of doubt, any determination by a Regulatory Agency or other Governmental Entity that the Bank Merger may not be consummated as contemplated herein, including simultaneously with the Effective Time (a “Materially Burdensome Regulatory Condition”); provided that, if requested by Parent, then Company and its Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Company and its Subsidiaries only in the event the Closing occurs.
(Eb) Subject to applicable law relating to the exchange of information, Parent and Company shall, upon request, furnish each other with respect all information concerning Parent, Company and their respective Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to approvals any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Subject to applicable law relating to the exchange of information, Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or consents third party whose consent or approval is required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the for consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything Agreement which causes such party to the contrary herein, (i) Trimble shall believe that there is a reasonable likelihood that any Requisite Regulatory Approval or other consent or approval will not be required to take any action with respect to Trimble obtained or any Affiliate or business of Trimble, other than that the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, such approval will be materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingdelayed.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. Without limiting clause 3.2, each party:
(a) (applying for Regulatory Approvals) must promptly apply for all relevant Regulatory Approvals and provide each other party with a copy of the Regulatory Approval applications that it is responsible for seeking (provided that any commercially sensitive information may be redacted from the copy provided);
(b) (Regulatory Approvals process) must take all steps it is responsible for as part of the Regulatory Approval process, including responding to requests for information at the earliest practicable time;
(c) (representation) has the right to be represented and make submissions at any meeting with any Regulatory Authority relating to a Regulatory Approval where such submissions are reasonably requested by the other party or the Regulatory Authority. A party is not entitled to be present when the other party is presenting commercially sensitive information to the Regulatory Authority;
(d) (consultation) must consult with the other party in advance in relation to all material communications (whether written or oral, and whether direct or via a Representative) with any Regulatory Authority relating to any Regulatory Approval and:
(i) Subject provide the other party with drafts of any material written communications to be sent to a Regulatory Authority and consider any amendments as the other party reasonably requires; and
(ii) provide copies of any material written communications sent to or received from a Regulatory Authority to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take party promptly upon despatch or cause to be taken the following actions:
receipt (A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior case to the Outside Dateextent it is reasonable to do so; and
(e) (Regulatory Authority) must promptly consider in good faith, including consenting to any divestitureand unless commercially unreasonable agree or accept (in the relevant party’s sole discretion) all undertakings, sale, disposition or other structural or conduct remedy commitments and conditions necessary in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation approval or consent of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to Regulatory Authority (as the contrary herein, (icase may be) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingas soon as possible.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Scheme Implementation Deed
Regulatory Matters. (a) The Members acknowledge that each Operating Company will be a “public utility” as defined in Section 201 of the FPA.
(b) The Board of Managers shall cause the Company to: (i) Subject prepare and file applications seeking all Governmental Approvals required to be obtained in the terms name of the Company in accordance with the Regulatory Plan; (ii) diligently prosecute applications to obtain such approvals; and conditions set forth in this Agreement, without (iii) exercise all commercially reasonable efforts to obtain such Governmental Approvals.
(c) Without limiting the generality of the undertakings foregoing, each Member shall, and shall cause its Affiliate(s) to, as necessary or appropriate: (i) respond as promptly as practicable to any inquiries or requests issued by any Governmental Authority in respect of the Project; and (ii) reasonably cooperate with other Members in the regulatory review process; provided, however, that a Member shall not be obligated pursuant to this Section 7.4, Trimble, on 3.02(c) to disclose Confidential Information except to the one hand, and AGCO, on the other hand, agree extent that it is otherwise required to take or cause to be taken the following actions:
disclose such Confidential Information: (A) as soon as practicable, and in by Law; (B) by any event, no later than ten Governmental Authority; or (10C) Business Days following pursuant to the date express terms of this Agreement, file the initial pre-merger notifications with respect to this any Venture Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect or any OpCo Agreement. Except to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated extent permitted by the jurisdictions set forth in Schedule 7.4(d)(i)(BSection 3.02(f), file no Member shall oppose (nor shall it permit any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provideoppose), obstruct or otherwise interfere with the efforts of another Member to each obtain any Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity Approval required in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;Project.
(Dd) with respect to Antitrust Laws, to use reasonable best efforts to take, The Board of Managers shall prepare and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to takefile, or cause to be takenprepared and filed, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Lawsthe Company Regulatory Filings; provided, however, that the Axxx-Kemptown FERC 205 Application shall include requests that FERC approve: (i) a single return on equity and the same formula rate for the West Virginia Facilities and the Bedington-Kemptown Facilities; and (ii) in advance, the transfer from Potomac Edison (or any of its Affiliates that own any Allegheny Assets) to the AYE Operating Company of the Allegheny Assets and all real property interests on which any of the Allegheny Assets will be located.
(e) Each Member agrees, on behalf of itself and its Affiliates, that it shall not: (i) oppose the right of any other Member or any of its Affiliates, any Series of which such Member is not a Series Member or any Operating Company of such Series to participate in any regulatory proceedings concerning the Project; (ii) file any pleading or other document in any such action shall be conditioned proceedings without first giving the Voting Members of all Series a reasonable opportunity to review and comment on such pleading or document; or (iii) engage in any substantive communications with any Governmental Authorities or their personnel concerning the consummation Project (including any Operating Company) without providing the other Members with reasonable advance notice of the transactions contemplated proposed communication and a reasonable opportunity to participate therein, except to the extent providing such advance notice is prohibited by this AgreementLaw; provided, furtherhowever, that, notwithstanding anything to that the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, covenants set forth in clauses (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble of this Section 3.02(e) shall not be permitted apply to take the AYE Series Member or its Affiliates in connection with any actions with respect before the MPSC pertaining solely to the Company AYE Series, the AYE Operating Company, any of the Bedington-Kemptown Facilities or the acquisition of real property interests on which such facilities are to be located; and its Subsidiaries without provided further, that the prior written consent of AGCO, AYE Series Member shall prepare and neither Trimble nor AGCO shall be required to take any actions with respect deliver to the Company Series Members of the Joint Series a monthly status report on actions before the MPSC pertaining to the AYE Series, the AYE Operating Company, the Bedington-Kemptown Facilities and its Subsidiaries if the acquisition of real property interests on which such facilities are to be located and shall promptly respond to all reasonable inquires from the Series Members of the Joint Series concerning such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;.
(Ff) to refrain from, and to cause each Nothing in this Agreement shall restrict any Member or any of its Affiliates to refrain from, taking from appealing any actions or doingGovernmental Approval, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt the denial of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the ClosingApproval.
(iig) AGCO The Members hereby acknowledge that the Company will not takeseek, or will cause the West Virginia Operating Company to be takenseek, any actions or doeminent domain authority in the State of West Virginia; provided, or cause to be done, any things, in each case, pursuant to this Section 7.4however, that would be reasonably likely to materially adversely impact the economic benefits any member Company (or the West Virginia Operating Company) may, upon the approval of a Unanimous Interest of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner Voting Members of the AGCO Group reasonably expects to receive under this Agreement West Virginia Series, seek siting approval and federal eminent domain authority from FERC for the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of TrimbleWest Virginia Facilities.
(iiih) Trimble will not takeAt AET’s request, or cause AEPTHC shall exercise commercially reasonable efforts to be taken, any actions or do, or cause support AET and its Affiliates in connection with their efforts to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member obtain siting approval from state regulatory commissions of the AGCO Group reasonably expects Bedington-Kemptown Facilities; provided, however, that AET shall reimburse AEPTHC for its costs incurred in providing such support on the same cost basis as such charges are determined from time to receive under this Agreement and the Ancillary Agreements contemplated by this Agreementtime for equivalent services that AEPTHC provides to its utility Affiliates, without the prior written consent of AGCOincluding allocations for overhead (but excluding any markup for profit).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Allegheny Energy, Inc)
Regulatory Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 7.46.3, Trimbleeach of the Company and EFIH and Parent and Merger Subs shall use its reasonable best efforts to take, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken taken, the following actions:
(Ai) as soon as practicablethe prompt provision to each and every federal, and in any eventstate, no later than ten local or foreign court or Governmental Entity (10) Business Days following including the date of this AgreementFCC, file the initial pre-merger notifications with respect to this Agreement FERC and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(BPUCT) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement any Company Approvals or Parent Approvals of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents reasonably requested by any such court or Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is are necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with by this Agreement or modifying any requests for additional information (including any second request) by any Governmental Entitythe Plan of Reorganization;
(Dii) with respect to Antitrust Lawsthe HSR Filing, obtaining the expiration or earlier termination of any waiting period under the HSR Act applicable to use reasonable best efforts to takethe transactions contemplated by this Agreement, and with respect to cause each of its Affiliates to takethe FCC Approval, any the FERC Approval and the PUCT Approval and all actions reasonably necessary to obtain any consents, clearances, other approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any consents of a Governmental Entity, obtaining all such necessary approvals and avoiding the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment or Law that, individually or in each casethe aggregate, would be reasonably likely to enable prevent, enjoin or otherwise prohibit, or materially impair, restrain or restrict, the transactions contemplated by this Agreement to occur as promptly as practicable prior or the Plan of Reorganization, including Parent and Merger Subs, subject to the Outside Datefirst sentence of the last paragraph of Section 6.3(e), including consenting to any divestituretaking all actions required by, saleand accepting all conditions and/or requirements imposed under the terms of any, disposition consent, registration, order, approval or other structural or conduct remedy in order to obtain clearance from authorization issued by any Governmental Entity, provided, Entity in connection with the transactions contemplated by this Agreement or the Plan of Reorganization to the extent that any such action shall condition or requirement is a Key Regulatory Term or is not otherwise a Burdensome Condition; and
(iii) in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or Law is entered, issued or enacted, or becomes reasonably foreseeable to be conditioned on entered, issued or enacted, in any proceeding, review or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement or the Plan of Reorganization unlawful or that would prevent, enjoin or otherwise prohibit, or materially impair, restrain or restrict, the transactions contemplated by this Agreement or the Plan of Reorganization, 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 contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as As soon as practicable, and in any event, no later than ten event within twenty (1020) Business Days following business days after the date hereof, each of this Agreement, the parties hereto shall file any Notification and Report Forms and related material required to be filed by it with the initial pre-merger Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and any similar required notifications under the laws of any foreign jurisdiction with respect to this Agreement the Merger and the transactions contemplated herein required under by this Agreement and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable.
(ii) As soon as practicable after the HSR Act for Trimble and AGCOdate hereof, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicableparties hereto shall make, and in shall cause their Subsidiaries to make, all necessary filings with or applications to any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification Governmental Authority that has issued either a EchoStar Permit or other form necessarya Hughes Permit, as the case may be, with respect to the traxxxxxxons contemplated by the GM Transaction Agreements, the Hughes Transaction Agreements and the EchoStar Transaction Agxxxxxxts, including any necessary applications to the FCC for consent to the transfer of the EchoStar FCC Licenses and/or the Hughes FCC Licenses pursuant to the transactions contempxxxxx hereby (the "FCC Consent Application").
(iii) The parties shall, subject to Section 5.1(b)(v) below: (A) use their best efforts to obtain prompt termination of any consentswaiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period with respect to the Merger), clearances and neither party shall, without the prior consent of the other, agree with any Governmental Authority not to consummate the Merger for a period of time beyond the expiration of the waiting period applicable to the consummation of the Merger under the HSR Act or approvals required to extend the Closing Date to a date within the ninety (90)-day period prior to the Outside Date (as defined below); (B) furnish to the other party such information and assistance as such party reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under any Antitrust Law; (C) keep the other party promptly apprised of any communications with, and inquiries or requests for information from, such Governmental Authorities; (D) permit the other party to review any material communication given by it to, and consult with the other party in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by such applicable Laws including FDI LawsGovernmental Authority or other Person, including give the other party the opportunity to attend and participate in such meetings and conferences; and (E) use their best efforts to cause the jurisdictions condition set forth in Schedule 7.4(d)(i)(B);
(CSection 6.1(b) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, be satisfied; provided that any such no action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that taken which would be reasonably likely to (1) prevent delivery of the Tax Opinions (as defined below) or materially delay receipt of any governmental approvalsthe Ruling (as defined in the GM/Hughes Separation Agreement), or (2) prevent, materially delay cause the representations xnd assumptions underlying the Tax Opinions or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will Ruling not take, or cause to be taken, any actions or do, or cause to be done, any things, true and correct in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member all material respects. For purposes of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken "Antitrust Law" means the Sherman Act, as a wholeamended, in a manner the Clayton Act, as amended, the XXX Xxt, the Federal Trade Commxxxxxx Act, as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that is disproportionately adverse in a material respect relative are designed or intended to prohibit, restrict or regulate actions having the corresponding impact on the economic benefits any memner purpose or effect of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent monopolization or restraint of Trimbletrade or lessening of competition through merger or acquisition.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of Party will use its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger as soon as reasonably practicable after the date hereof, including (i) preparing and filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof and in any thingsevent within two Business Days after the date hereof, all documentation to effect notice of the Merger pursuant to section 14 of the FDI Law to the Secretary of State and, thereafter, (ii) using their reasonable best efforts to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary to be obtained by such Party from any Governmental Entity under the FDI Law in order to consummate the Merger (unless the foregoing are no longer required or have been validly withdrawn). For the avoidance of doubt, it is the responsibility and obligation of the Parent to file and give notice of the Merger pursuant to section 14 of the FDI Law to the Secretary of State.
(b) Each of Parent, the Company and Representative shall, in connection with the efforts referenced in Section 5.8(a) to use reasonable best efforts to obtain all consents, clearances, notifications, orders, approvals, and authorizations for the Merger under the FDI Law, (i) cooperate in all respects and consult with each other in connection with any notification, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party under the FDI Law, including by allowing the other Parties to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Parties of any communication received by such Party from, or given by such Party to, any Governmental Entity with respect to the FDI Law, including by promptly providing copies to the other Parties of any such written communications, and of any material communication received or given in connection with any proceeding by a private party under the FDI Law, in each casecase regarding the Merger; and (iii) to the extent practicable, pursuant permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, telephone call or conference with, any Governmental Entity with respect to the subject matter of this Section 7.45.8(b), that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a wholeor, in connection with any proceeding by a manner that is disproportionately adverse in a material respect relative private party under the FDI Law, with any other Person, and to the corresponding impact on extent not prohibited by the economic benefits applicable Governmental Entity or other Person with respect to the subject matter of this Section 5.8(b), give the other Parties the opportunity to attend and participate in any memner in-person meetings with the applicable Governmental Entity or other Person with respect to the subject matter of this Section 5.8(b). Parent shall have the AGCO Group reasonably expects principal responsibility, with reasonable consultation with the Company and Representative, for devising and implementing the strategy under or relating to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent FDI Law or approval of Trimbleany Governmental Entity.
(iiic) Trimble will In furtherance and not takein limitation of the foregoing, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of the FDI Law, each of the Parties hereto shall use its commercially reasonable efforts to contest and resist any such action or proceeding; provided, however, nothing herein shall require any Party or any of its Affiliates to propose, negotiate and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or cause to be takenother disposition of or restriction on, any actions or doof their, or cause any of its businesses, product lines, divisions or assets or interests therein, or to be done, any things take such action or actions that would be reasonably likely have a similar effect, including agreeing to materially adversely affect change or modify any course of conduct regarding its future operations or otherwise take actions that would limit its freedom of action with respect to, or ability to retain, one or more of its businesses, product lines, divisions or assets or interests therein; provided further, that Parent and its Affiliates shall use reasonable best efforts to comply with any requirement relating solely to the economic benefits that Contracts or other activities triggering the notice requirement under the FDI Law, and not to any member other business of any of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOAcquired Companies.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) As promptly as soon as practicable, and in any event, no later than ten (10) Business Days practicable following the date execution and delivery of this Agreement, if applicable, BSB and NBT will prepare and file with the initial pre-merger notifications with respect United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") Notification and Report Forms relating to this Agreement and the transactions contemplated herein if and as required under by the HSR Act Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed by the parties (the "Antitrust Filings"). The Parties will comply with any requests for Trimble additional information relating to the Antitrust Filings and AGCOwill use their reasonable best efforts to secure all required approvals of the Antitrust Filings.
(b) The Parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (which shall include the Antitrust Filings), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). BSB and NBT shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case, requesting early termination of the waiting period with respect case subject to applicable laws relating to the transactions contemplated hereby;
(B) as soon as reasonably practicableexchange of information, all the information relating to BSB and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessaryNBT, as the case may be, to obtain which appears in any consentsfiling made with, clearances or approvals required under written materials submitted to, any third party or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement and will promptly notify each other of any communication with any Governmental Entity and provide the other with an opportunity to occur as promptly as practicable prior participate in any meetings with a Governmental Entity relating thereto; provided, however, that nothing contained herein shall be deemed to the Outside Date, including consenting provide either Party with a right to review any information provided to any divestiture, sale, disposition or other structural or conduct remedy Governmental Entity on a confidential basis in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of connection with the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.hereby. In
Appears in 1 contract
Samples: Merger Agreement (BSB Bancorp Inc)
Regulatory Matters. (ia) Subject to the terms Each of Parent and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one handCompany shall, and AGCOshall cause its Subsidiaries to, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use their respective reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, and assist and cooperate with the other party in taking, all actions that are reasonably necessary, proper, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby (including the Merger and the Bank Mergers), including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby as promptly as practicable and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings (including, if required, notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or consents required under advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals, and in the case of the Regulatory Approvals, no later than forty-five (45) days after the date hereof. Each of Parent and Company shall use their respective reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement.
(b) Subject to applicable FDI Laws; providedLaws relating to the exchange of information, that Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any such action statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made or proposed to be conditioned on made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Entity in connection with the consummation transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable.
(c) Subject to applicable Law (including applicable Laws relating to the exchange of information), Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement; provided. Without limiting the generality of the foregoing, further, that, notwithstanding anything subject to the contrary hereinapplicable Law, (i) Trimble each of Parent and Company shall not be required to take any action promptly furnish the other with respect to Trimble copies of the nonconfidential portions of notices or other communications received by it or any Affiliate of its Subsidiaries (or business written summaries of Trimblecommunications received orally), other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take from any action with respect to AGCO third party or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions Governmental Entity with respect to the Company and its Subsidiaries without the prior written consent of AGCOtransactions contemplated by this Agreement, and neither Trimble nor AGCO (ii) each of Parent and Company shall provide the other a reasonable opportunity to review in advance, and to the extent practicable accept the reasonable comments of the other in connection with, any proposed nonconfidential written communication to, including any filings with, any Governmental Entity, in each case subject to applicable Laws relating to the exchange of information. Any such disclosures may be made on an outside counsel-only basis to the extent required under applicable Law.
(d) Notwithstanding the foregoing, nothing contained in this Agreement shall be required deemed to require any party hereto to take any actions action, or commit to take any action, or agree to any condition or restriction, in connection with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, obtaining any Regulatory Approval that would (i) reasonably be expected to have be materially burdensome to Parent on a material adverse consolidated basis after giving effect on to the business, financial condition, transactions contemplated by this Agreement or prospects materially impair the benefits of the Company and its Subsidiaries;
(F) transactions contemplated by this Agreement to refrain from, and to cause each of its Affiliates to refrain from, taking any actions Parent or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not takerequire a material modification of, or cause impose any material limitation or restriction on, the activities, governance, legal structure, compensation or fee arrangements of Parent or any of its Subsidiaries (taken as a whole) (any of the foregoing, a “Burdensome Condition”); provided, however, that the following shall not be deemed to be takenincluded in the preceding list and shall not be deemed a “Burdensome Condition”: any restraint, any actions limitation, term, requirement, provision or do, condition that applies generally to bank holding companies and banks as provided by applicable Law or cause to be done, any thingswritten and publicly available supervisory guidance of general applicability, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact effect on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimbledate hereof.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. Raymond James and TriState Capital have agreed to cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (iand in the case of the applications, notices, petitions and filings in respect of the requisite regulatory approvals, use their reasonable best efforts to make such filings within forty-five (45) Subject days of the date of the merger agreement), to obtain as promptly as practicable all permits, consents, waivers, approvals and authorizations of all third parties, regulatory agencies and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the mergers), and to comply with the terms and conditions set forth in this Agreementof all such permits, consents, waivers, approvals and authorizations of all such regulatory agencies and governmental entities. Raymond James and TriState Capital have agreed to use, and to cause their applicable subsidiaries to use, reasonable best efforts to obtain each requisite regulatory approval (without limiting the generality imposition, inclusion or attachment of certain burdensome regulatory conditions) as promptly as reasonably practicable until the earlier of the undertakings pursuant to this Section 7.4, Trimble, on closing of the one hand, and AGCO, on mergers or the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period merger agreement in accordance with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, its terms. In furtherance and not in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation limitation of the transactions contemplated herebyforegoing, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, Raymond James and TriState Capital have agreed to use reasonable best efforts to takeavoid the entry of, and or to cause each have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the closing of its Affiliates the mergers. Notwithstanding the foregoing or anything in the merger agreement to takethe contrary, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or (x) in connection with obtaining the foregoing permits, consents, waivers, approvals and authorizations of governmental entities, none of Raymond James or any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not its subsidiaries will be required to take any action with respect to Trimble to, and none of TriState Capital or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, its subsidiaries may (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCORaymond James in its sole discretion), and neither Trimble nor AGCO shall be required take any action, or commit to take any actions with respect action, or agree to the Company and its Subsidiaries if such actions, individually any condition or in the aggregate, restriction that would reasonably be expected to (i) have a material adverse effect on the businessRaymond James or any of its subsidiaries (including, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything after giving effect to the contrary hereinmergers, (i) Trimble shall not be required to take any action with respect to Trimble the surviving entity or any Affiliate or business of Trimbleits subsidiaries), other than and measured on a scale relative to the Company and the Transferred Subsidiariessize of Raymond James, (ii) AGCO shall not be required to take result in any action with respect to AGCO adverse change or effect on, or restrict or limit, Raymond James’s or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates subsidiaries’ ability to refrain from, taking conduct any actions activities or doing, or causing to be done, any things that would be reasonably likely to operations (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.any
Appears in 1 contract
Samples: Merger Agreement
Regulatory Matters. (ia) Subject Each of the parties hereto shall cooperate in connection with the preparation and filing of any statements, forms, documents or other instruments required pursuant to the Exchange Act, the Securities Act or FSMA or to carry out the transactions contemplated by this Agreement and the Ancillary Agreements; provided that no filing shall be made with the SEC or the FCA by the Company, MD Holdings, Newco or their respective Affiliates without the prior written approval of XXXX. Each of the parties hereto will advise each other party, promptly after they receive any request by, or correspondence from, the SEC or the FCA with respect to the Business Combination.
(b) On September 9, 2013 the parties filed a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of XXXX (the “Antitrust Division”), the HSR ACT filing fees for which were paid by XXXX. The parties hereto shall cooperate with each other and use their commercially reasonable efforts to take or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including preparing and filing all necessary documentation, effecting all applications, notices, petitions and filings, obtaining as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities, and complying with the terms and conditions set forth of all such permits, consents, approvals and authorizations of all such Governmental Entities and, to the extent applicable, making any filings or notifications with respect to such other approvals or waiting periods as may be required under Foreign Merger Control Laws. Each party shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any state attorney general or other Governmental Entity in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements, without limiting except with the generality prior written consent of the undertakings pursuant other parties hereto (which consent shall not be unreasonably withheld or delayed). XXXX shall use its commercially reasonable efforts to avoid, eliminate, or resolve any impediment or objection under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any state attorney general or any other Governmental Entity or other Persons with respect to the transactions contemplated by this Section 7.4Agreement and the Ancillary Agreements so as to enable the consummation thereof as promptly as reasonably practicable and shall defend through litigation on the merits any claim asserted in any court by any party, Trimbleincluding appeals. Each party shall (i) promptly notify the other party of any material communication to that party from the FTC, the Antitrust Division, any state attorney general or any other Governmental Entity and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) to the extent practicable not agree to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated by this Agreement and the Ancillary Agreements unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives, on the one hand, and AGCOany Governmental Entity or members of their respective staffs, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under by this Agreement and the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;Ancillary Agreements.
(Bc) as soon as reasonably practicableAt XXXX’x expenses, each of XXXX, MD Holdings and the Company shall furnish each other with all information concerning itself, its Affiliates, its Representatives and shareholders and interest holders, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification such other matters as may be reasonably necessary or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or advisable in connection with the Registration Statement or any other applicable Laws including FDI Lawsstatement, including in filing, notice or application made by or on behalf of XXXX, MD Holdings or the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each Company or any of its their respective Affiliates to promptly provide, to each any Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur and the Ancillary Agreements, and each of XXXX, MD Holdings and the Company shall provide such other assistance as may be reasonably requested by the other in connection with the preparation, filing and distribution of any such statement, filing, notice or application.
(d) XXXX, MD Holdings and the Company shall promptly as practicable prior to the Outside Date, including consenting to advise each other upon their or any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance of their Subsidiaries receiving any communication from any Governmental Entity, provided, that any such action shall be conditioned on the Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as that causes such party to believe that there is a whole, in a manner reasonable likelihood that is disproportionately adverse in a material respect relative to any approval of such Governmental Entity will not be obtained or that the corresponding impact on the economic benefits receipt of any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimblesuch approval will be materially delayed.
(e) XXXX, MD Holdings and the Company shall (i) promptly inform the other of any communication to or from any Governmental Entity regarding the transactions contemplated hereby, (ii) give the other prompt notice of the commencement of any Action by or before any Governmental Entity with respect to the transactions contemplated hereby and (iii) Trimble will not take, or cause keep the other reasonably informed as to be taken, the status of any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOsuch Action.
Appears in 1 contract
Samples: Business Combination Agreement (Platform Specialty Products Corp)
Regulatory Matters. (ia) Subject Leucadia and Jefferies shall use commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the Transactions. Jefferies and Leucadia shall have the right to consult the other, in each case subject to applicable laws relating to the terms and conditions set forth in this Agreementexchange of information, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated herein required under Transactions. In exercising the HSR Act for Trimble and AGCOforegoing right, in each case, requesting early termination of the waiting period parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the transactions contemplated hereby;obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each party will keep the other apprised of the status of matters relating to completion of the Transactions.
(Bb) Leucadia and Jefferies shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as soon as may be reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification necessary or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or advisable in connection with any other applicable Laws including FDI Lawsstatement, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) filing, notice or application made by or on behalf of Leucadia, Jxxxxxxxx or any of their respective Subsidiaries to promptly provide, and cause each of its Affiliates to promptly provide, to each any Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining the Transactions.
(c) Leucadia and Jefferies shall promptly furnish the other with copies of written communications received by them or their Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the Transactions (other than in respect of information filed or otherwise submitted confidentially to any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;).
(Dd) with respect to Antitrust Laws, to use reasonable best efforts to takeLeucadia and Jefferies shall, and to shall cause each of its Affiliates to taketheir Subsidiaries to, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, use commercially reasonable efforts (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, proper or advisable to obtain any approvals comply promptly with all legal requirements that may be imposed on them or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions their Subsidiaries with respect to the Company Transactions and, subject to the conditions set forth in Article V hereof, to consummate the Transactions and its Subsidiaries without (ii) subject to the prior written consent of AGCOconditions set forth in Article V hereof, to obtain (and neither Trimble nor AGCO shall be to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to take be obtained by Jefferies or Leucadia or any actions of their respective Subsidiaries in connection with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain fromTransactions, and to cause each comply with the terms and conditions of its Affiliates to refrain fromsuch consent, taking any actions authorization, order or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingapproval.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject Each of the Company and Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Authority, whether federal, state, local or foreign, that may be reasonably required, or that Buyer may reasonably request, in connection with the consummation of the Transactions. Each of the Company and Buyer shall use its commercially reasonable efforts to obtain all such authorizations, approvals and consents. To the extent permitted by applicable Law, each of the Company and Buyer shall promptly inform the other of any material communication between the Company or Buyer (as applicable) and any Governmental Authority regarding the Transactions. If the Company or Buyer or any Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Authority with respect to the terms and conditions set forth in this AgreementTransactions, without limiting then the generality of the undertakings pursuant to this Section 7.4Company or Buyer (as applicable) shall make, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken made, as soon as reasonably practicable, a response to such request. Each of the following actions:
Company and Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the other. Without limiting the generality or effect of the foregoing, and to the extent applicable, each of the Company and Buyer shall (Ax) as soon as practicable, practicable (and in any event, no later than event within ten (10) Business Days following the date of this Agreement), file the make any initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein filings required under the HSR Act for Trimble and AGCO(y) as soon as practicable, make any initial filings required under any other Antitrust Laws, in each case, requesting early termination case in connection with the purchase and sale of the waiting period Purchased Interests and the Transactions. To the extent permitted by applicable law, the Parties (other than the Sellers’ Representative) shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to any Antitrust Laws. Each of the Company and Buyer shall use its commercially reasonable efforts to take such actions as may be required to cause the expiration of the notice periods under any applicable Antitrust Laws with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or Transactions. All filing fees in connection with any other applicable Laws including FDI Lawsfilings required by the HSR Act shall be borne fifty percent (50%) by Xxxxx, including in on the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provideone hand, and cause fifty percent (50%) by the Seller Members, on the other hand. The Company and Buyer shall each of bear its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information own legal fees and documents requested by any such Governmental Antitrust Entity expenses in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying compliance with or modifying any requests for additional information (including any second request) by any Governmental Entity;this Section 6.13.
(Db) with respect to Antitrust LawsNotwithstanding the foregoing, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or nothing in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire this Section 6.13 or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, require Buyer: (i) Trimble shall not be required to take any action with respect to Trimble that would prohibit or limit in any respect, or place any conditions on, the ownership or operation by Buyer of any portion of the business, assets, categories of assets, relationships, contractual rights, obligations or arrangements of Buyer or any Affiliate of its Affiliates (including the Company), or business compel Buyer to divest, dispose of, hold separate or license any portion of Trimblethe business, other than assets, categories of assets, relationships, contractual rights, obligations or arrangements of Buyer or any of its Affiliates (including the Company and the Transferred Subsidiaries, Company); (ii) AGCO shall not be required to take propose or agree to or effect any action with respect to AGCO divestiture or hold separate any Affiliate business or business of AGCO, other than the Company and the Transferred Subsidiaries, and assets; or (iii) Trimble shall not be permitted to take commence, contest, or defend any actions with respect Action relating to the Company purchase and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects sale of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the ClosingPurchased Interests.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (PLAYSTUDIOS, Inc.)
Regulatory Matters. (a) The parties hereto shall cooperate with each other and use their reasonable best efforts to (i) Subject to the terms and conditions set forth in this Agreementtake, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken taken, all necessary actions, and do or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable following actions:
the date hereof; (ii) make, or cause to be made, the registrations, declarations and filings (A) required under the HSR Act and (B) required or advisable in connection with obtaining the other Requisite Regulatory Approvals, as soon promptly as practicable, reasonably practicable after the date of this Agreement (and in the case of any eventfilings required under the HSR Act, no later than ten (10) Business Days following business days after the date of this Agreement); (iii) prepare and file all necessary documentation, file the initial pre-merger notifications with respect to this Agreement effect all applications, notices, petitions and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may befilings, to obtain any as promptly as practicable all permits, consents, approvals, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each authorizations of its Affiliates to promptly provide, to each all third parties and Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper Entities which are necessary or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable consummate the transactions contemplated by this Agreement Agreement, and to occur as promptly as practicable prior comply with the terms and conditions of all such permits, consents, approvals, clearances and authorizations of all such Governmental Entities, and (iv) seek to avoid or prevent the Outside Dateinitiation of any investigation, including consenting to any divestitureclaim, saleaction, disposition suit, arbitration, litigation or other structural proceeding by or conduct remedy in order to obtain clearance from before any Governmental Entity, provided, that any such action shall be conditioned on Entity challenging this Agreement or the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything .
(b) Each party shall use its reasonable best efforts to the contrary herein, (i) Trimble shall not resolve any objection that may be required to take asserted by any action Governmental Entity with respect to Trimble this Agreement or any Affiliate or business the transactions contemplated hereby. Without limiting the generality of Trimblethe foregoing and notwithstanding anything in this Agreement to the contrary, other than in furtherance of the parties’ reasonable best efforts, each of Parent and the Parent Subsidiaries and the Company and the Transferred Company Subsidiaries, as applicable, to the extent required in order to obtain the Requisite Regulatory Approvals or any necessary approvals of any other Governmental Entity required for the transactions contemplated hereby as promptly as reasonably practicable or to avoid the consequences in Section 7.1(a)(iv) or otherwise in connection with the Requisite Regulatory Approvals required pursuant to any Competition Law, shall (i) propose, negotiate or offer to effect, or consent or commit to, any sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, of any assets, licenses, operations, rights, product lines, businesses or interest therein; and (ii) AGCO shall not be required take or agree to take any action with other action, agree or consent to, make any concession in respect of, or permit or suffer to AGCO exist any condition or requirement setting forth, any Affiliate limitations or business restrictions on freedom of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to, or its ability to the Company and retain, or make changes in, any assets, licenses, operations, rights, product lines, businesses or interest therein (any matter set forth in clause (i) or (ii), a “Remedy”), provided that neither party nor its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any of the actions referred to above with respect to a Remedy unless the Company effectiveness thereof is conditioned on the occurrence of the Corporate Merger Effective Time, and its Subsidiaries if such actionsprovided, further, that nothing shall require either party to, and neither party shall without the consent of the other party, agree or consent to a Remedy that would be or would reasonably be expected to be, individually or in the aggregate, would reasonably be expected material to have a material adverse effect on the business, financial condition, or prospects of the Combined Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative after giving effect to the corresponding impact on Mergers. Parent and the economic benefits Company agree to use reasonable best efforts until the Termination Date to: (1) oppose or defend against any memner Proceeding by any Governmental Entity to prevent or enjoin the consummation of the AGCO Group reasonably expects Merger or (2) overturn any regulatory order by any such Governmental Entity to receive under this Agreement and prevent consummation of the Ancillary Agreements contemplated Merger, including by this Agreement, taken as a whole, without defending any Proceeding brought by any such Governmental Entity in order to avoid the prior written consent of Trimble.
(iii) Trimble will not takeentry of, or cause to be takenhave vacated, overturned, terminated or appealed any actions or do, or cause to be done, any things order that would be reasonably likely to otherwise have the effect of preventing or materially adversely affect delaying the economic benefits that any member consummation of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOMerger.
Appears in 1 contract
Samples: Merger Agreement (Synnex Corp)
Regulatory Matters. (i) Subject 11.1 Each Party, * , shall be responsible for seeking, obtaining and maintaining the Regulatory Approval for the Products in its Territory subject to the terms and conditions set forth following conditions:
(a) Information contained in or related to the application for Regulatory Approval or subsequent submissions shall be maintained in strict confidence by each Party in accordance with Section 15 of this Agreement, without limiting .
(b) Each Party shall inform the generality other Party within no more than five (5) business days of the undertakings pursuant receipt of Regulatory Approval and other significant decisions and actions that may be taken from time to this Section 7.4, Trimble, on time by the one handRegulatory Authorities, and AGCOshall forward copies of any correspondence from Regulatory Authorities relating thereto (accompanied by a certified translation in English of the same) within a reasonable time frame for such translation after the receipt of such correspondence.
(c) In the event that a regulation governing Regulatory Approval is altered, on at either Party’s reasonable request, the other handParty shall provide the requesting Party with information and assistance to seek, agree to take obtain and maintain Regulatory Approval.
(d) Each Party shall provide, or cause to be taken provided, to the following actions:other Party a copy of any correspondence from the Regulatory Authorities or any governmental authority concerning the Regulatory Approval or any post-approval issues relating to the Product within five (5) business days upon receipt. All responses to the Regulatory Authorities or * Confidential portions omitted and filed separately with the Commission. governmental authorities shall be forwarded by the other Party for review prior to submission.
(Ae) as soon as practicable, Each Party represents and in any event, no later than ten (10) Business Days following warrants the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity Party that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, it (i) Trimble shall is not be required to take any action with respect to Trimble an employer, officer or any Affiliate or business agent of Trimble, other than the Company and the Transferred Subsidiaries, a government within its Territory (ii) AGCO shall not be required has never been subject to take any disciplinary action with respect to AGCO by any governmental or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiariesregulatory authority within its Territory, and (iii) Trimble has never been the subject of litigation involving allegations of fraud or corruption. Both Parties agree to indemnify and hold harmless the other from any breaches of or misrepresentations concerning the above.
11.2 Each Party shall be responsible, in its Territory, for seeking, obtaining and maintaining Regulatory Approvals such as (i) all licenses, registrations and permits required to be obtained by itself or its designees to enable it to market the Product pursuant to this Agreement, and (ii) all approvals from the Regulatory Authorities regarding Marketing and advertising materials to be used by it in making and maintaining all filings that may be necessary or desirable in connection with obtaining and maintaining any Regulatory Approvals necessary for it to market the Product in its Territory.
11.3 Marketing and promotional materials related to the Product for use in each Party’s Territory shall be prepared by the respective Party in a manner consistent with relevant local statutes and regulations.
11.4 Each Party shall have responsibility for communications with the Regulatory Authorities concerning the Regulatory Approval and approval of Marketing and advertising materials in its Territory. Each Party shall advise the other Party of material developments and events relating to its regulatory responsibilities in writing within five (5) business days after notice of such material developments and events.
11.5 Each Party shall advise the other of any governmental visits to, or written or oral inquiries about, any facilities or procedures for the manufacture, storage, or handling of the Product, or the Marketing, promptly (but in no event later than five (5) business days) after notice of such visit or inquiry. Each Party shall, within five (5) business days of receipt or submission, furnish to the other Party any report or correspondence issued by or provided to the governmental authority in connection with such visit or inquiry.
11.6 Each Party shall collect and investigate complaints or inquiries as to the safety, quality or efficacy of the Product, and shall, within five (5) business days of the receipt of such complaint or inquiry, forward all complaints and inquiries to the other Party and to assist such other Party as may be required to allow it to comply with the laws, regulations and requirements, as in force in its Territory at the time of the Effective Date or as such law, regulations or requirements may subsequently be amended or legislated. Each Party shall respond to all complaints and inquiries relating to the Product in a timely manner. If an investigation by the other Party is needed in response to a complaint or inquiry, the other Party shall conduct such an investigation and will forward the results thereof to the requesting Party within a reasonable time. Each Party shall retain records of all Product related complaints, inquiries and Serious Adverse Events for a period of not less than three (3) years beyond the * Confidential portions omitted and filed separately with the Commission. termination or expiration of this Agreement or for such longer period as may be permitted required by applicable law.
11.7 Each Party, at its sole cost and expense, shall have the responsibility for preparing and filing all required regulatory reports and updates and for conducting Post Marketing Surveillance (“PMS”) for the Products sold in its respective Territory. Each Party shall fully cooperate with the other Party in its efforts to take any actions conduct PMS and will provide to the other Party such assistance as may be necessary for the other Party to fully satisfy its PMS obligations, including the collection of Product related information and the preparation of reports with respect to the Company such information. The scope and its Subsidiaries without the prior written consent details of AGCO, and neither Trimble nor AGCO such cooperation shall be required to take any actions with respect to agreed upon by the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects Parties.
11.8 Upon completion of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation development of the transactions contemplated final Products, both Parties shall collaborate to prepare and maintain a written standard operating procedure (an “SOP”) to handle any recalls of the Product in both Parties’ Territories. Such SOP shall include, without limitation, prior notice to and approval by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, other Party of any recall. In the event that (i) Trimble shall not any governmental agency or authority issues a request or directive or orders that the Product be required to take any action with respect to Trimble recalled or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiariesretrieved, (ii) AGCO shall not a court of competent jurisdiction orders that the Product be required to take any action with respect to AGCO recalled or any Affiliate retrieved or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble Aphton and Daiichi reasonably determine, after mutual consultation, that the Product should be recalled, retrieved or a “Dear Doctor” letter is required relating to restrictions on use of the Product, both Parties shall not collaborate to conduct such activity and the Parties shall take all appropriate corrective actions and shall execute the steps detailed in the SOP. In the event such action results from either Party’s negligence or willful misconduct, such Party shall be permitted responsible for the expenses thereof. For purposes of this Agreement, the expenses of the action shall be the expenses of notification and return or destruction (if authorized by Daiichi) of units of the Product, the cost of replacement of the Product, any costs directly associated with the distribution of replacement Product and the expenses of compliance with all laws and regulations governing the recall, including attorneys’ fees. Otherwise, the Parties shall share equally the expenses of the action. Both Parties shall cooperate fully with one another in conducting any such action. Aphton shall destroy units of Product lawfully recalled only upon Daiichi’s (or any governmental authority’s) written instruction to take any actions with respect to the Company and its Subsidiaries without the prior written consent destroy such units of AGCOProduct, and neither Trimble nor AGCO shall be required only then in accordance with Daiichi’s procedures and instructions. Otherwise, Aphton may return the recalled units of Product to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects Daiichi within thirty (30) days after completion of the Company action.
11.9 Unless otherwise stated in this Section 11, both Parties shall create and its Subsidiaries;
(F) to refrain from, maintain records of all duties performed under this Section 11 and to cause each shall retain such records for the duration of its Affiliates to refrain from, taking any actions this Agreement or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingas otherwise expressly set forth herein.
(iia) AGCO will not takeAphton is authorized upon reasonable notice and at reasonable times to inspect Daiichi’s manufacturing facilities, operations and quality control records to review compliance with this Agreement at its own cost. All such inspection and review shall be subject to the obligations of confidentiality set forth in Section 15. Aphton shall provide Daiichi with copies of all notes, reports and other written documents, which contain information or cause data obtained during the inspection. Further, Aphton may designate a qualified third party to be taken, any actions or do, or cause conduct such inspection provided that the third party shall sign a confidentiality agreement in a form * Confidential portions omitted and filed separately with the Commission. satisfactory to be done, any things, in each case, pursuant to Daiichi. Aphton may exercise its rights under this Section 7.411.11 not more than once each Market Year.
(b) Each Party shall maintain complete and accurate books and records in connection with its respective Commercialization efforts. Upon a reasonable written request of a Party (not to occur more than once per year), the other Party shall permit the requesting Party to use an independent accounting firm to inspect and audit such books and records to confirm that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive such other Party is complying with its Commercialization and payment obligations under this Agreement and at the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to requesting Party’s cost; provided the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause requesting Party’s representatives conducting such inspection agree to be takenbound by confidentiality restrictions consistent with those set forth herein. In the event an audit reflects that there have been underpayments of royalties of at least 5%, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect Daiichi shall promptly reimburse Aphton for the economic benefits that any member cost of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOsuch audit.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without Without limiting the generality of the undertakings pursuant to this Section 7.45.1, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
Buyer shall file a request for an Advance Ruling Certificate promptly (A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date execution and delivery of this Agreement) and, file the initial if Buyer and Seller agree, each shall submit pre-merger notifications notification filings under Part IX of the Competition Act with the Commissioner of Competition by no later than the tenth (10th) Business Day following the execution and delivery of this Agreement or such other date as Buyer and Seller may agree through correspondence among their respective counsel. Buyer and Seller shall, and shall cause their respective Affiliates to, cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Entity under any applicable Laws with respect to this Agreement any such filing or any such transaction, and shall promptly make an appropriate response to any inquiries or requests for additional information or documentary material from any such Governmental Entity. Subject to applicable Law, each Party shall promptly inform the transactions contemplated herein required under other Party of any material oral communication, and provide copies of written communications, with any Governmental Entity regarding any such filings or any such transaction; provided, that materials may be redacted (A) to remove references concerning the HSR Act for Trimble and AGCO, in each case, requesting early termination valuation of the waiting period with respect to the transactions contemplated hereby;
Acquired Companies, (B) as soon necessary to comply with contractual arrangements or applicable Laws and (C) as reasonably practicablenecessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, and no Party shall independently participate in any eventsubstantive meeting with any Governmental Entity in respect of any such filings, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B)investigation, file any notification, pre-notification or other form necessary, as inquiry without giving the case may beother Party prior written notice of the meeting and, to obtain any consentsthe extent permitted by such Governmental Entity, clearances or approvals required under or the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with one another in connection with any other applicable Laws including FDI Lawsanalyses, including in appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the jurisdictions set forth in Schedule 7.4(d)(i)(BCompetition Act. Buyer shall pay all filing fees associated with such filings (collectively, the “Antitrust Expenses”);.
(Cb) to promptly provideBuyer shall not, and shall cause each of its Affiliates to promptly providethe Buyer Related Parties not to, to each Governmental Entity with jurisdiction over enforcement of take any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approvalaction, or authorization refrain from taking any action, the effect of such Governmental Antitrust Entity that is necessary, proper which would reasonably be expected to materially delay or advisable to permit consummation materially adversely affect the ability of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect Parties to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable consummate the transactions contemplated by this Agreement to occur as promptly as practicable prior to and in any event on or after the Inside Date and on or before the Outside Date. Without limiting the foregoing, including consenting Buyer shall not, and shall cause the Buyer Related Parties not to, acquire, invest in or otherwise obtain any interest in any Person or portion thereof, or agree to do any divestitureof the foregoing, saleif entering into a definitive agreement relating to or consummating such a transaction could reasonably be expected to (i) materially delay obtaining, disposition or other structural materially increase the risk of not obtaining, any clearance required under the Competition Act for the consummation of the transactions contemplated by this Agreement or conduct remedy in order to obtain clearance from the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Entity, provided, that any such action shall be conditioned on Entity entering an order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) materially delay the consummation of the transactions contemplated by this Agreement; and provided.
(c) Nothing in this Agreement, furtherincluding this Section 5.2, that, notwithstanding anything obligates any Buyer Related Person to the contrary herein, (i) Trimble shall not be required to take contest, administratively or in court, any action with respect to Trimble Suit or Order or any Affiliate or business of Trimble, other than Person respecting the Company and the Transferred Subsidiariestransactions contemplated by this Agreement, (ii) AGCO shall not be required to take enter into a consent decree, consent agreement or other agreement or arrangement with any action with respect to AGCO or any Affiliate or business of AGCOGovernmental Entity, other than the Company and the Transferred Subsidiaries, and (iii) Trimble hold separate, license, sell and/or divest any assets or businesses of any Buyer Related Person, or agree to do any of the foregoing, (iv) enter into any ancillary agreements relating to any such sale, divestiture, licensing or disposition of the assets or businesses, or (v) agree to or implement limitations on the conduct or actions of, or altering the business or operations of any Buyer Related Party after the Closing. None of Seller nor the Acquired Companies shall not be permitted (x) agree to take or implement any actions with respect to measure described in clauses (i) through (v) above, or any delay or extension of the Company and its Subsidiaries waiting or review periods under the Competition Act or any other Antitrust Law, without the prior written consent of AGCOBuyer, and neither Trimble nor AGCO shall or (y) be required obligated to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial conditionrefrain from taking, or prospects of the Company and its Subsidiaries;
(E) with respect commit to approvals take or consents required under applicable FDI Lawsrefrain from taking, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable any action to obtain any approvals Competition Act Approval unless the effectiveness or consents required under applicable FDI Laws; provided, that any such action shall be consummation thereof is conditioned on upon the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Securities Purchase Agreement (Carlisle Companies Inc)
Regulatory Matters. (a) Each of the Parties shall use its commercially reasonable best efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable Laws to (i) consummate and make effective the transactions contemplated by this Agreement; (ii) cause all conditions to the obligations of the other Party to effect the Transactions to be satisfied; (iii) obtain all waivers, consents, authorizations, orders, and approvals of all Governmental Entities that may be or become necessary for the consummation of the Transactions, if any (such waivers, consents, authorizations, orders, and approvals, the “Regulatory Approvals”); and (iv) effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement.
(b) Subject to the terms and conditions set forth in this Agreement, hereof and without limiting the generality foregoing, each of the undertakings pursuant to this Section 7.4Parties shall (i) timely seek all Regulatory Approvals, Trimbleif any, on including filing with the one hand, Federal Trade Commission and AGCO, on the other hand, agree to take or cause to be taken Antitrust Division of the following actions:
(A) as soon as practicable, Department of Justice a Notification and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect Report Form relating to this Agreement and the transactions contemplated herein Transactions as required under by the HSR Xxxx-Xxxxx-Xxxxxx Act for Trimble as soon as practicable after the date of this Agreement but in no event later than five (5) business days following the execution and AGCOdelivery of this Agreement; (ii) supply to any Governmental Entity as expeditiously as practicable any additional information or documents that may be requested pursuant to any Law or otherwise by such Governmental Entity; and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing clauses (i) through (ii) that may be necessary, proper, or advisable in each case, requesting early termination of the waiting period with respect order to consummate and make effective the transactions contemplated hereby;by this Agreement.
(Bc) as soon as reasonably practicable, and in Subject to any event, within any limitations under applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in each Party shall (i) keep the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each other Party apprised of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement the status of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit matters concerning the consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Lawsincluding, to use reasonable best efforts to takethe extent permitted by Law, and to cause each promptly furnishing the other Party with copies of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition notices or other structural communications sent or conduct remedy in order received by it or its Representatives to obtain clearance or from any Governmental Entity, provided, that Entity on the subject of such transactions; and (ii) permit the other Party to review in advance any such action shall be conditioned proposed notices or other communications to any Governmental Entity and reasonably consider any comments the other Party may have. Each Party agrees not to participate in any meeting or discussion with any Governmental Entity on the consummation subject of the transactions contemplated Transactions unless it consults with the other Party in advance and, to the extent permitted by this Agreement; Law, gives the other Party the opportunity to attend and provided, further, that, notwithstanding participate in such meeting or discussion.
(d) Notwithstanding anything to the contrary hereinin this Agreement, nothing in this Section 5.2 will require either Party to (i) Trimble shall not be required agree to take the imposition of any action with respect material limitation or obligation on its business or operations, or to Trimble sell, hold, divest, discontinue or otherwise limit any Affiliate material assets or business businesses of Trimble, other than the Company and the Transferred Subsidiaries, such Party or modify any material Contract of such Party; or (ii) AGCO shall not be required agree to take any action with respect to AGCO material modification of or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required waiver under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alarm.com Holdings, Inc.)
Regulatory Matters. (ia) Subject to In furtherance and not in limitation of the terms of Section 5.2(b), each of the Parties shall promptly execute and conditions set forth file, or join in the execution and filing of, any application, notification, or other document that may be necessary in order to obtain the authorization, approval, or consent of any Governmental Authority that may be reasonably required in connection with the consummation of the transactions contemplated by this Agreement.
(b) Each of the Parties shall use its Commercially Reasonable Efforts to obtain all such authorizations, approvals, and consents as promptly as possible after the execution of this Agreement, without limiting including the generality expiration or termination of the undertakings pursuant waiting period under the HSR Act with respect to the transactions contemplated by this Section 7.4Agreement. Without prejudice to the foregoing, Trimbleto the extent not completed prior to the date hereof, on the one handParties shall make, and AGCO, on the other hand, agree to take or cause to be taken made, all filings required of each of them or any of their respective Affiliates under the following actions:
HSR Act (Awhich filings, if requested by the Company, shall request early termination of the waiting period under the HSR Act) as soon as practicable, and in any event, no later than ten (10) Business Days following or other Antitrust Laws with respect to the transactions contemplated by this Agreement on the date of this Agreement, file and Parent shall pay all filing fees, application fees or other fees of the initial pre-merger notifications applicable Governmental Authority associated with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble filing and AGCO, in each case, requesting early termination any filings under other Antitrust Laws. Each of the waiting period with respect Parties shall furnish promptly to the transactions contemplated hereby;
Federal Trade Commission (Bthe “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as soon as and any other requesting Governmental Authority any additional information reasonably practicablerequested pursuant to the HSR Act or other Antitrust Laws in connection with such filings. The Parties will notify each other promptly of any oral communication with, and in provide copies of written communications with, any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or Governmental Authority in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(Bfilings made pursuant to this Section 5.6(b);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation . Each of the transactions contemplated hereby, including promptly complying Parties shall cooperate reasonably with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or the other Parties in connection with any such filing (including, to the extent permitted by applicable Laws Law, providing copies of all such documents to the non-filing Parties prior to filing and enable considering all waiting periods reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of the FTC, the Antitrust Division or any other Governmental Authority under any Antitrust Laws with respect to any such filing. No Party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. To the extent permitted by applicable Laws Laws, and subject to expire all applicable privileges (including the attorney client privilege), each of the Parties shall consult and cooperate with the other Parties, and consider in good faith the views of each other, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or otherwise terminate submitted by or on behalf of any Party in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. Each of the Parties may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 5.6(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.
(c) Holdings and Parent each agrees to use its Commercially Reasonable Efforts and to take any and all actions steps necessary to avoid or eliminate each and every impediment under the HSR Act and any applicable Laws other Antitrust Law that may be asserted by any Governmental Entity, in each case, Authority with respect to enable the transactions contemplated by this Agreement so as to enable the Closing to occur as promptly soon as practicable prior to reasonably possible (and in any event no later than the Outside Date). Each of Holdings and Parent shall not, and shall not permit any of its Affiliates to, enter into any transaction, or any agreement to effect any transaction (including consenting any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to: (i) obtain the expiration and termination of the waiting period under the HSR Act applicable to the transactions contemplated by this Agreement; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any divestitureinjunction, sale, disposition temporary restraining order or other structural Order that would materially delay or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on prevent the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company obtain all authorizations, consent orders and its Subsidiaries without the prior written consent approvals of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (a) Each of the parties shall (i) Subject to as soon as practicable after the terms and conditions set forth in this Agreementdate hereof, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take (A) file (or cause to be taken filed) such notices, registrations and requests as may be required with any Governmental Entity or SRO to consummate the following actionstransactions contemplated hereby, and (B) use commercially reasonable efforts to perform all tasks necessary to obtain or make all Consents, Filings and Notices necessary to consummate the transactions contemplated hereby, (ii) furnish the other parties with copies of all such documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (A) prepared for submission to any Governmental Entity or SRO and (B) received from any Governmental Entity or SRO, and (iii) use commercially reasonable efforts to consult with the other parties as to the status of such matters. To the extent that any document to be filed by any party contains any significant information relating to the other parties, prior to submitting document to any Governmental Entity or SRO, such party will permit the other parties to review such information and will consider in good faith their suggestions with respect thereto.
(b) In furtherance (and without limitation) of Section 5.8(a) above:
(i) The Stockholders will cause the Company to: (A) as soon as practicable, and in any event, no later than ten (10) within seven Business Days following after the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein notification required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect relating to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement with the United States Department of Justice and the Federal Trade Commission; and (B) promptly respond to occur as promptly as practicable prior to inquiries from the Outside DateUnited States Department of Justice and the Federal Trade Commission, including consenting to or any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, providedin connection with such notification.
(ii) Parent will: (A) within seven Business Days after the date of this Agreement, that any such action shall be conditioned on file the consummation of notification required under the HSR Act relating to the transactions contemplated by this AgreementAgreement with the United States Department of Justice and the Federal Trade Commission; and provided(B) promptly respond to inquiries from the United States Department of Justice, furtherthe Federal Trade Commission, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business other Governmental Entity, in connection with any such notification.
(c) Each of Trimble, other than the Company and parties agrees that none of the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO information regarding it or any Affiliate or business of AGCOits Affiliates (or, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Stockholders, regarding the Company and its Subsidiaries without the prior written consent of AGCOsubsidiaries) supplied or to be supplied by it or on its behalf (or, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actionsStockholders, individually supplied by or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects behalf of the Company and its Subsidiaries;
(Esubsidiaries) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause specifically for inclusion in any documents to be taken, all actions that are reasonably necessary, proper, filed with any Governmental Entity or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of SRO in connection with the transactions contemplated by this Agreement; providedAgreement will, further, that, notwithstanding anything to at the contrary herein, (i) Trimble shall not be required to take any action respective times such documents are filed with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity or SRO, contain any untrue statement of a material fact or omit to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in state a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause material fact required to be taken, any actions stated therein or do, or cause necessary in order to be done, any thingsmake the statements therein, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member light of the Trimble Group reasonably expects to receive circumstances under this Agreement which they were made, not misleading, and the Ancillary Agreements contemplated by this Agreement, taken as a whole, that all such information shall comply in a manner that is disproportionately adverse in a all material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimblerespects with Applicable Legal Requirements.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Securities Purchase Agreement (Piper Jaffray Companies)
Regulatory Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(Aa) The Parties shall, as soon promptly as practicable, and in any event, no later than ten (10) Business Days practicable following the date of this Agreement, file co-operate in the initial pre-merger notifications preparation and filing of any necessary documents, registrations, statements, petitions, filings and applications for any Regulatory Approvals and use their commercially reasonable efforts to obtain the Regulatory Approvals, and provide or submit all documentation and information that is required or reasonably considered by the Parties to be advisable in connection with obtaining the Regulatory Approvals. In addition, the Parties shall use commercially reasonable efforts to obtain any other third party consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably deemed by either of the Parties to be necessary in connection with the Arrangement.
(b) The Party responsible under Applicable Law for obtaining a Regulatory Approval shall be the Party to make the filing to obtain such approval (or any remedy or change thereto) but will do so only once each Party hereto has reviewed any filing and has had the opportunity to provide comment on it and any statement in any application that creates an obligation on a Party must have the consent of that Party before it is included in the application.
(c) Subject to any Applicable Law, the Parties shall cooperate with and keep one another fully informed as to the status of and the processes and Proceedings related to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Authority in respect to of the Arrangement, this Agreement and or the transactions contemplated herein hereby and respond as promptly as reasonably possible to any inquiries or requests received from a Governmental Authority in respect of any Regulatory Approval; and shall not make any submissions or filings, participate in any substantive meetings, conversations or correspondence with any Governmental Authority in respect of obtaining the Regulatory Approvals unless it consults with the Other Party in advance and, to the extent not precluded by such Governmental Authority, gives the Other Party the opportunity to review drafts of any submissions, filings or correspondence (including responses to requests for information and inquiries from any Governmental Authority) and will provide the Other Party a reasonable opportunity to comment thereon and consider those comments in good faith, and shall provide each other with all information necessary to support the applications for the Regulatory Approvals, as reasonably required under by the HSR Act for Trimble Party making the filing; and AGCOshall provide the Other Party and its outside counsel with final copies of all such material submissions, filings, correspondence, presentations, applications, plans and other material documents submitted to or filed with any Governmental Authority in each case, requesting early termination respect of the waiting period with respect Regulatory Approvals.
(d) Each Party shall promptly notify the Other Party if at any time before the Effective Time it becomes aware that the Circular, an application for a Regulatory Approval or any other third party consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations necessary pursuant to Subsection 3.4(a) contains a misrepresentation, or of information that otherwise requires an amendment or supplement to the transactions contemplated hereby;
(B) as soon as reasonably practicableCircular, and in any eventthe application for a Regulatory Approval or such other consent, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B)waiver, file any notificationpermit, pre-notification exemption, order, approval, agreement, amendment or other form necessaryconfirmation, as the case may be, to obtain and the Parties shall co-operate in the preparation of such amendment or supplement as required, including the distribution and filing of such amendment or supplement by the Parties.
(e) Each Party will promptly inform the Other Party of any consents, clearances requests or approvals required under or comments made by Securities Authorities in connection with the Circular. Each of the Parties will cooperate with the other and shall diligently do all such acts and things as may be reasonably necessary in the context of the preparation of the Circular and use its reasonable commercial efforts to resolve all requests or comments made by Securities Authorities with respect to the Circular and any other applicable filings related to the Circular or the Arrangement and required under Applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);as promptly as practicable after receipt thereof.
(Cf) Notwithstanding anything in this Agreement to promptly providethe contrary, and cause each of its Affiliates if any objection is asserted with respect to promptly providethe transactions contemplated by or related to this Agreement under any Applicable Law, or if any Proceeding is instituted or threatened by any Governmental Authority challenging or which could lead to each Governmental Entity with jurisdiction over enforcement a challenge of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated herebyby or related to this Agreement as a violation of or not in compliance with the requirements of Applicable Law, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to the Purchaser Parties shall use their commercially reasonable best efforts to take, and resolve any such objection or Proceeding so as to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable allow the transactions contemplated by this Agreement Effective Time to occur as promptly as practicable prior to the Outside Date; provided, including consenting however, that the Purchaser Parties shall determine in their sole discretion whether to any propose, negotiate, effect or agree to, by consent decree, by consent agreement, hold separate Order or otherwise, the sale, transfer, divestiture, sale, disposition license or other structural disposition of any assets or conduct remedy in order to obtain clearance from businesses of any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; Purchaser Parties or STEP or any of their respective subsidiaries and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required obligated to take any action that prohibits or limits the freedom of action of any of the Purchaser Parties with respect to, or the ability of any of the Purchaser Parties to own, retain, control, operate or exercise full rights of ownership with respect to Trimble any of the businesses or assets of such Purchaser Parties, STEP or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingtheir respective subsidiaries.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Arrangement Agreement
Regulatory Matters. (ia) Subject to Each of Park Sterling and the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one handCompany shall, and AGCOshall cause its Subsidiaries to, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use their respective reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third-party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in ARTICLE VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with the Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) the Regulatory Approvals. The parties shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Park Sterling and the Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to the Company or Park Sterling, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or consents required under applicable FDI Laws; providedadvisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Park Sterling and the Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, that any such action nothing contained in this Agreement shall be conditioned deemed to require Park Sterling to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have an adverse effect on the business, results of operations or financial condition of the Company or Park Sterling (measured on a scale relative to the Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Park Sterling and the Company shall, upon request, furnish each other with all information concerning Park Sterling, the Company and their respective Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Park Sterling, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Park Sterling and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything Agreement which causes such party to the contrary herein, (i) Trimble shall believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be required to take any action with respect to Trimble obtained or any Affiliate or business of Trimble, other than that the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, such approval will be materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingdelayed.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Merger Agreement (Provident Community Bancshares, Inc.)
Regulatory Matters. 7.1. Regulatory Inspections - If any Regulatory Authority (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take contacts either Party or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications Investigator with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCOa Study, in each case(b) conducts, requesting early termination or gives notice of the waiting period its intent to conduct, an inspection at ICON or any Investigator site or (c) takes, or gives notice to either Party or any Investigator of its intent to 14 of 23 MASTER SERVICES AGREEMENT Sunesis Final Version 25 June 2010 take, any other regulatory action alleging improper or inadequate research practices with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicableany activity of ICON, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or an Investigator in connection with any the Services provided under this MSA, the receiving Party shall notify the other applicable Laws including FDI LawsParty within five (5) business days of such contact or notice, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) or sooner if necessary to promptly providepermit that other Party to be present at, and cause each of its Affiliates to promptly provideor otherwise participate in, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, inspection or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) regulatory action with respect to Antitrust Laws, to use reasonable best efforts to takea Study, and shall supply that other Party with all information pertinent thereto. ICON shall allow the Regulatory Authority to cause each have direct access to the records relating to the Services, with the exception of its Affiliates records and reports that are not otherwise required to takebe disclosed, for the purpose of inspection. ICON shall provide SUNESIS with copies of all documentation issued by any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or Regulatory Authority in connection with therewith and any applicable Laws proposed response thereto and enable all waiting periods under any applicable Laws to expire other information SUNESIS may reasonably request.
7.7.1 For the purposes of this MSA “Regulatory Authority” means any national or otherwise terminate and shall take all actions necessary to avoid local agency, authority, department, inspectorate, minister, ministry official, parliament or eliminate each and every impediment under public or statutory person (whether autonomous or not) of any applicable Laws asserted by government of any Governmental Entity, in each case, to enable country having jurisdiction over either any of the transactions activities contemplated by this Agreement to occur as promptly as practicable prior to including the Outside DateFDA or any successor agency thereto, including consenting to the European Medicines Agency (EMA), or the equivalent governmental or regulatory authority in any divestitureother country, salein each case which has jurisdiction over this MSA, disposition the Study or other structural related protocol, or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation activities of the transactions Parties contemplated by this Agreement; and providedMSA, further, that, notwithstanding anything to as the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingcontext requires.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Master Services Agreement
Regulatory Matters. (a) Purchaser and Seller shall (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon promptly as practicable, practicable and in any event, no later event not more than ten five (105) Business Days following after the date of this Agreement, file the initial pre-merger notifications with respect make or cause to this Agreement and the transactions contemplated herein be made any filings required of each of them or any of their respective Affiliates under the HSR Act and (ii) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under any applicable Laws with respect to any such filing or any such transaction, including making an appropriate response as promptly as practicable to any requests for Trimble and AGCO, in each case, requesting additional information or documents by a Governmental Authority pursuant to the HSR Act or any other Antitrust Laws. Any such filings shall specifically request early termination of the waiting period with respect to under the transactions contemplated hereby;
(B) as soon as reasonably practicableHSR Act. Without limiting the foregoing, Purchaser, Seller and in their respective Affiliates shall not extend any eventwaiting period or comparable period under the HSR Act, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification other Antitrust Laws or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) or enter into any agreement with any Governmental Authority not to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of consummate the transactions contemplated hereby, including promptly complying except with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCOthe other party hereto, such consent not to be unreasonably withheld, conditioned or delayed. Subject to applicable Law, each such party shall promptly inform the other party hereto of any material oral communication with, and neither Trimble nor AGCO provide copies of material written communications with, any Governmental Authority regarding any such filings or any such transaction; provided, that materials may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements or applicable Laws and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no party hereto shall be required to take independently participate in any actions substantive meeting, whether in-person, telephonic, or videoconference, with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party hereto prior notice of the meeting and, to the Company extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in advance in connection with any analyses, appearances, presentations, filings (except for HSR filings), memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act, including providing the other party a reasonable opportunity to review and comment on such draft submissions. Purchaser shall pay all actual out of pocket filing fees associated with such filings but each party shall otherwise pay its own costs and expenses in preparing such filings and responding to any requests for information received from any Governmental Authority in respect of such filings, including but not limited to legal, accounting and economic analyses fees incurred in connection with filings made under the HSR Act and the related obligations set forth in this Section 7.2.
(b) Purchaser shall not, and shall cause the Purchaser Entities and its Subsidiaries and their respective Affiliates to not, acquire, invest in or otherwise obtain any interest in or agree to acquire, invest in or otherwise obtain any interest in by merging or consolidating with, or by purchasing any assets of or equity in, or by any other manner, any Person or portion thereof if the entering into a definitive agreement relating to or the consummation of such actionsacquisition, individually investment, purchase, merger or in the aggregate, consolidation would reasonably be expected to have a material adverse effect on (A) impose any delay in the business, financial conditionobtaining of, or prospects significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Company and its Subsidiaries;
Transactions or the expiration or termination of any applicable waiting period, (EB) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain materially increase the risk of any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement; providedTransactions or (C) delay the consummation of the Transactions. Without limiting the generality of the foregoing, furtherPurchaser shall not, thatand shall cause its Affiliates not to, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect that could reasonably be expected to Trimble prevent or any Affiliate or business delay the consummation of Trimble, other than the Company and the Transferred Subsidiaries, Transactions.
(iic) AGCO The Parties shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiariesnot, and (iii) Trimble Purchaser shall not be permitted cause the Purchaser Entities and its and their respective Affiliates to not, take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, that would reasonably be expected to have a material adverse effect on delay or prevent clearance or the businesstermination or expiration of the waiting period under the HSR Act. Purchaser shall use its reasonable best efforts to (i) obtain the required consents from any Governmental Authority, financial conditionincluding the termination or expiration of the waiting period under the HSR Act and antitrust clearances, waiting period terminations or expirations, consents, actions, or prospects non-actions under any other Antitrust Law, as promptly as practicable, including (x) terminating, or agreeing to terminate, existing relationships, contractual rights or obligations of the Purchaser Entities, the Company or any of their respective Subsidiaries or creating or modifying, or agreeing to create or modify, any relationship, contractual right or obligation of the Purchaser Entities, the Company or any of their respective Subsidiaries or (y) selling, divesting or otherwise disposing of or holding separate, any assets, business or voting securities of the Company, or agreeing to any limitations on Purchaser’s freedom of action, ownership or control with respect to any assets, business or voting securities of the Company (or proffering or agreeing to take such actions) as may be necessary to resolve objections, if any, asserted by any Governmental Authority with respect to this Agreement (such action as described in this sub-section (y) a “Divestiture Action”), so as to enable the Transactions to be completed as soon as practicable and in any event by the Outside Date; (ii) at the earliest practicable date make an appropriate response to (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Governmental Authority. Notwithstanding anything to the contrary in this Agreement, the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, stipulation or agreement with any Governmental Authority in connection with divesting or otherwise holding separate, or taking any other action with respect to the existing businesses, assets or properties (or otherwise agreeing to do any of the foregoing) of Purchaser’s Subsidiaries or its Affiliates (which for the purposes of this sentence shall be understood not to include the Company or its Subsidiaries;) or (ii) taking, or agreeing to take, any Divestiture Action if such Divestiture Action would have a Material Adverse Effect on the Company.
(Fd) In the event any proceeding by a Governmental Authority or other Person is commenced which questions the validity or legality of the Transactions or seeks damages in connection therewith, the parties hereto agree to refrain fromcooperate and use all reasonable efforts to defend against such proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use all reasonable efforts to have such injunction or other order lifted, and to cause each of its Affiliates to refrain from, taking cooperate reasonably regarding any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar other impediment to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent consummation of the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, Transactions. Nothing in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member 7.2(d) shall limit Purchaser’s obligations under Section 7.2(a)-(c) of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (i) Subject Leucadia and Jefferies shall use commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the Transactions. Jefferies and Leucadia shall have the right to consult the other, in each case subject to applicable laws relating to the terms and conditions set forth in this Agreementexchange of information, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated herein required under Transactions. In exercising the HSR Act for Trimble and AGCOforegoing right, in each case, requesting early termination of the waiting period parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the transactions contemplated hereby;obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each party will keep the other apprised of the status of matters relating to completion of the Transactions.
(Bii) Leucadia and Jefferies shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as soon as may be reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification necessary or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or advisable in connection with any other applicable Laws including FDI Lawsstatement, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) filing, notice or application made by or on behalf of Leucadia, Jxxxxxxxx or any of their respective Subsidiaries to promptly provide, and cause each of its Affiliates to promptly provide, to each any Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining the Transactions.
(iii) Leucadia and Jefferies shall promptly furnish the other with copies of written communications received by them or their Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the Transactions (other than in respect of information filed or otherwise submitted confidentially to any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;).
(Div) with respect to Antitrust Laws, to use reasonable best efforts to takeLeucadia and Jefferies shall, and to shall cause each of its Affiliates to taketheir Subsidiaries to, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, use commercially reasonable efforts (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, proper or advisable to obtain any approvals comply promptly with all legal requirements that may be imposed on them or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions their Subsidiaries with respect to the Company Transactions and, subject to the conditions set forth in Article V hereof, to consummate the Transactions and its Subsidiaries without (ii) subject to the prior written consent of AGCOconditions set forth in Article V hereof, to obtain (and neither Trimble nor AGCO shall be to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to take be obtained by Jefferies or Leucadia or any actions of their respective Subsidiaries in connection with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain fromTransactions, and to cause each comply with the terms and conditions of its Affiliates to refrain fromsuch consent, taking any actions authorization, order or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingapproval.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (a) Each party to this Agreement shall (i) Subject to the terms and conditions set forth in this Agreementas promptly as practicable make, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, made and in any event, no later event not more than ten thirty (1030) Business Days following after the date of this Agreement, file unless otherwise mutually extended by the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein parties hereto, any filings required of each of them or any of their respective Affiliates under the HSR Act and the other Antitrust Laws and Foreign Investment Laws set forth on Schedule 7.2 with respect to the Transactions and (ii) cooperate with each other in connection with any such filings and in connection with resolving any investigation or other inquiry of any Governmental Authority under any applicable Laws with respect to any such filing relating to the Transactions, including making an appropriate response as promptly as practicable to any requests for Trimble and AGCO, in each case, requesting additional information or documents by a Governmental Authority pursuant to the HSR Act or any other Antitrust Laws or the Foreign Investment Laws. Any such filings shall specifically request early termination of the waiting period with respect under the HSR Act and, to the transactions contemplated hereby;
extent applicable, similar treatment (Bincluding simplified ‘fast track’ treatment) under any other applicable Antitrust Laws or the Foreign Investment Laws. Subject to applicable Law, each such party shall promptly inform the other party hereto of any material oral communication with, and provide copies of material written communications with, any Governmental Authority regarding any such filings or any such transaction; provided, that materials may be redacted (i) to remove references concerning the valuation of the Company, (ii) as soon necessary to comply with contractual arrangements or applicable Laws and (iii) as reasonably practicablenecessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no party hereto shall participate in any substantive meeting, whether in-person, telephonic, or videoconference, with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party hereto prior notice of the meeting and, unless prohibited by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another, and consider in any eventgood faith the views of the other party, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or advance in connection with any analyses, appearances, presentations, filings, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act or other applicable Antitrust Laws including FDI or the Foreign Investment Laws, including providing the other party or its outside antitrust counsel a reasonable opportunity to review and comment on such draft submissions (except for HSR filings). Subject to the immediately preceding sentence, Xxxxxxxxx shall lead discussions with all Governmental Authorities and determine strategy related to obtaining clearances and approvals contemplated by this Section 7.2. No party shall withdraw any filing under the HSR Act or enter into any agreement with any Governmental Authority to delay, or otherwise not to consummate as soon as practicable, the Transactions, except with the prior written consent of the other parties hereto; provided, however, that Purchaser may, on one occasion, “pull and refile” its HSR filing pursuant to 16 CFR § 803.12.
(b) Between the date of this Agreement and the Closing, Purchaser shall not, and shall cause its “associates” and “affiliates” (each as defined in 16 CFR 801.1(d)) (collectively with Purchaser, the “Purchaser Entities”) and its and their respective Affiliates to not, take or agree to take any action that would reasonably be expected to (A) subject to Section 7.2(a) above, impose a material delay in the jurisdictions obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, and (B) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions. For the avoidance of doubt, and without limiting the foregoing, such actions include entering into or consummating any agreement, contract, or arrangement for an acquisition (by stock purchase, merger, consolidation, purchase of assets or interests, license or otherwise) of any ownership interest, assets or rights in or of any Person, but only to the extent such would trigger the restrictions set forth in Schedule 7.4(d)(i)(B);(A) or (B) of the immediately prior sentence.
(Cc) to promptly providePurchaser shall, and shall cause each of the Purchaser Entities and its and their respective Affiliates to promptly provideto, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consentSellers and the Company shall, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use employ reasonable best efforts to take, and to cause each of its Affiliates to take, take any and all actions reasonably necessary as may be required or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any Antitrust Laws and Foreign Investment Laws applicable to this Agreement or the Transactions; and (2) obtain any consents, clearances, approvals or authorizations required under or in connection with consents pursuant to the HSR Act and any applicable Antitrust Laws and enable all waiting periods under any applicable Foreign Investment Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable and in any event prior to the Outside Date. Purchaser shall, and shall cause the Purchaser Entities and its and their respective Affiliates, and Purchaser’s reasonable best efforts shall specifically require Purchaser to, if necessary to avoid (not to include a request for additional information and documentary material, known as a Second Request, or any other documentary or information request) or eliminate an impediment under the HSR Act or any other Antitrust Law and any Foreign Investment Laws to the consummation of the Transactions prior to the Outside Date, including consenting offer, negotiate, commit to any and effect, by consent decree, hold separate order or otherwise, (i) the sale, divestiture, saletransfer, disposition license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other structural equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Purchaser (and the Purchaser Entities and its and their respective Affiliates, if applicable) or the Company or its Subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Purchaser (and the Purchaser Entities and its and their respective Affiliates, as applicable) or of the Company or its Subsidiaries; (iii) the modification of any course of conduct remedy in order regarding future operations of Purchaser (and the Purchaser Entities and its and their respective Affiliates, if applicable) or of the Company or its Subsidiaries; (iv) any other restrictions on the activities of Purchaser and the Purchaser Entities and its and their respective Affiliates or the Company or its Subsidiaries, including the freedom of action of Purchaser and the Purchaser Entities and its and their respective Affiliates or of the Company or its Subsidiaries with respect to, or their ability to obtain clearance from retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement (each a “Remedial Action”). During the pendency of this Agreement, Purchaser shall oppose any request for the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental EntityAuthority that could restrain, providedprevent, that or delay the Closing or the receipt of any required consents applicable to the Transactions, including by defending through litigation, any action asserted by any Person in any court or before any Governmental Authority and, if an injunction or other order is issued in any such action shall be conditioned on action, suit or other proceeding, to use all reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated Transactions; provided, that the Company and Sellers shall provide such assistance, information, and support as Purchaser may reasonably require in pursuit of such efforts, it being understood that all costs and expenses of all such actions shall be borne by Purchaser. For the avoidance of doubt, nothing in the immediately preceding sentence shall limit Purchaser’s obligations under Section 7.2(a)-(c) of this Agreement; . In the event any proceeding by a Governmental Authority is commenced which questions the validity or legality of the Transactions under any Antitrust Law, the parties hereto agree to cooperate and provided, further, that, notwithstanding anything use all reasonable best efforts to oppose and defend against such proceeding. Nothing in this Agreement shall require (x) the contrary herein, (i) Trimble shall not be required Company or any of its Affiliates to take any action Remedial Action with respect regard to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required or to take any action with respect to AGCO Remedial Action or (y) Purchaser, the Company or any Affiliate of their respective Affiliates to enter into any agreement or business of AGCOconsent decree with the DOJ, FTC, or any other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect Governmental Authority that is unrelated to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually Transaction or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be is not conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(iid) AGCO will not takePurchaser shall, promptly upon written request by Representative or cause to be takenthe Company, any actions or doreimburse such parties for (i) all reasonable and documented out-of-pocket-fees, or cause to be done, any things, costs and expenses incurred in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member respect of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements filings contemplated by this AgreementSection 7.2 or cooperating or defending a proceeding described in this Section 7.2 and (ii) fifty percent (50%) of all reasonable and documented out-of-pocket-fees, taken as a whole, costs and expenses incurred in a manner that is disproportionately adverse respect of responding to any requests for additional information received from any Governmental Authority in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements filings contemplated by this AgreementSection 7.2; provided, taken as that such reimbursement described in the foregoing clause (ii) shall be subject to a whole, without the prior written consent maximum of Trimble$3,500,000.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (i) Subject The Seller Entities and the Buyer shall cooperate and use all commercially reasonable efforts to the terms promptly prepare and conditions set forth in this Agreementfile all necessary documentation, effect all necessary applications, notices, petitions and filings and obtain all necessary permits, consents, approvals and authorizations of all governmental authorities necessary or advisable to obtain all required statutory approvals, including, without limiting the generality limitation, those described in Section 3(b)(iii) of the undertakings pursuant Disclosure Schedule. In furtherance of the foregoing, the Seller Entities and the Buyer shall cooperate and use all commercially reasonable efforts to this Section 7.4prepare and file any such applications, Trimblenotices, on the one handpetitions, filings and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, documents no later than ten (10) Business Days following days from the date hereof or as soon thereafter as practicable and shall thereafter cooperate to diligently prosecute all such applications, notices, petitions, filings and other documents. Each Party shall, consistent with applicable law, before making any applications, notices, petitions or filings, provide a copy thereof to the other Parties for their review and shall consider incorporating the comments of this Agreement, file any other Party in good faith. Without limiting the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination generality of the waiting period with respect foregoing, the Buyer shall not take any action, directly or indirectly, that could reasonably be expected to the transactions contemplated hereby;
(B) as soon as reasonably practicablecause any governmental authority to withhold or deny any permit, and in any eventconsent, within any applicable deadlines mandated by the jurisdictions approval or authorization set forth in Schedule 7.4(d)(i)(B)Section 3(b)(iii) of the Disclosure Schedule. Each Party shall (i) promptly notify the other Parties of any written communication to that Party from any governmental authority and, file subject to applicable law, permit the other Parties to review in advance any notification, pre-notification proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection discussion with any other applicable Laws including FDI Laws, including governmental authority in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement respect of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consentfilings, clearance, approval, investigation or authorization of such Governmental Antitrust Entity that is necessary, proper inquiry concerning this Agreement or advisable to permit consummation of the transactions contemplated hereby, including promptly complying unless it consults with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Lawsthe other Parties in advance and, to use reasonable best efforts the extent permitted by such governmental authority, gives the other Parties the opportunity to take, attend and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreementparticipate thereat; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take furnish the other Parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and any actions government or regulatory authority or members or their respective staffs on the other hand, with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to Subsections 3.3(e) and 3.3(f), the terms and conditions set forth in this AgreementParties shall, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon promptly as practicable, co-operate in the preparation and filing of any necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and use their commercially reasonable efforts to obtain the Regulatory Approvals and provide or submit all documentation and information that is required or reasonably considered by the Parties to be advisable in connection with obtaining the Regulatory Approvals. In addition, the Parties shall use commercially reasonable efforts to obtain any eventother third party consents, no later than ten (10) Business Days following the date of this Agreementwaivers, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCOpermits, in each caseexemptions, requesting early termination orders, approvals, agreements, amendments or confirmations that are reasonably deemed by either of the waiting period Parties to be necessary in connection with respect the Arrangement.
(b) Each Party shall promptly notify the other Party if at any time before the Effective Time it becomes aware that the Circular, an application for a Regulatory Approval or any other third party consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations necessary pursuant to Subsection 2.7(a) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made, or of information that otherwise requires an amendment or supplement to the transactions contemplated hereby;
(B) as soon as reasonably practicableCircular, and in any eventthe application for a Regulatory Approval or such other consent, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B)waiver, file any notificationpermit, pre-notification exemption, order, approval, agreement, amendment or other form necessaryconfirmation, as the case may be, to obtain and the Parties shall co-operate in the preparation of such amendment or supplement as required, including the distribution and filing of such amendment or supplement by the Parties.
(c) Each Party will promptly inform the other Party of any consents, clearances requests or approvals required under or comments made by Securities Authorities in connection with any the Circular. Each of the Parties will cooperate with the other applicable Laws including FDI Laws, including and shall diligently do all such acts and things as may be reasonably necessary in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation context of the transactions contemplated hereby, including promptly complying with preparation of the Circular and use its reasonable commercial efforts to resolve all requests or modifying any requests for additional information (including any second request) comments made by any Governmental Entity;
(D) Securities Authorities with respect to Antitrust Laws, the Circular and any other filings related to use reasonable best efforts to take, the Circular or the Arrangement and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay after receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closingthereof.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Arrangement Agreement (Enbridge Inc)
Regulatory Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.46.4, Trimble, on each of the one hand, Company (in the case of clauses (i) and AGCO, on the other hand, (ii) of this Section 6.4(e) below) and Parent (in all cases in this Section 6.4(e) below) agree to take or cause to be taken the following actions:
(i) the filing, as promptly as practicable and (A) as soon as practicable, and in any event, no later than ten event within fifteen (1015) Business Days following business days of the date of this Agreement, file of a Notification and Report Form pursuant to the initial preHSR Act in connection with the Merger, (B) in any event within twenty (20) business days of the date of this Agreement, all necessary filings to obtain consents from the FCC that are required in connection with the Merger, (C) in any event within forty-merger five (45) business days of the date of this Agreement, all necessary filings (including FCC Forms 394 or other appropriate forms) to obtain consents from or provide notifications to state regulators and state or local Franchise authorities that are required to consummate the Merger, (D) the filing, as promptly as practicable, of a joint voluntary notice of the Merger to CFIUS, (E) the filing as promptly as practicable of all materials as requested by the U.S. government agencies participating in any national security review of an FCC notified transaction involving potential foreign ownership of U.S. telecommunications assets, including the Department of Justice Federal Bureau of Investigation, Department of Homeland Security, and Department of Defense (“Team Telecom”) in connection with respect to this Agreement and its review of the transactions contemplated herein required under hereby and with a view to obtaining the HSR Act for Trimble and AGCO, in each case, requesting early termination consent of the waiting period Team Telecom agencies necessary for the FCC Approval and as reflected in the FCC Approval (the “Team Telecom Consent”) and (F) in any event within sixty (60) business days of the date of this Agreement, all other registrations, declarations, notices and filings with respect any Governmental Entity that are required to consummate the transactions contemplated herebyMerger;
(Bii) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, prompt provision to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) consent registration, approval, permit or authorization necessary or advisable to be obtained in order to consummate the Merger or any of the Transactions of non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is are necessary, proper or advisable to permit consummation of the transactions contemplated herebyMerger and the Transactions;
(iii) the prompt use of its reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the Transactions, including promptly complying with the defense through litigation on the merits of any claim asserted in any court, agency or modifying other proceeding by any requests for additional information (person or entity, including any second requestGovernmental Entity, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions and the proffer and agreement by Parent of its willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, licenses, categories of assets or businesses or other operations, or interests therein, of the Company, Parent or any of their respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action would be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (A) commencement of any proceeding in any forum or (B) issuance of any order, decree, decision, determination, judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the Transactions by any Governmental Entity;; and
(Div) with respect to Antitrust Laws, to the prompt use of its reasonable best efforts to take, and in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to cause each be entered or issued, in any proceeding or inquiry of its Affiliates to takeany kind that would make consummation of the Merger or the Transactions in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the Transactions, any and all actions reasonably steps (including, the appeal thereof, the posting of a bond or the taking of the steps contemplated by the foregoing Section 6.4(e)(iii) necessary to obtain any consentsresist, clearancesvacate, approvals modify, reverse, suspend, prevent, eliminate or authorizations required under remove such actual, anticipated or in connection with any applicable Laws and enable all waiting periods under any applicable Laws threatened injunction, decision, order, judgment, determination or decree so as to expire or otherwise terminate and shall take all actions necessary permit such consummation on a schedule as close as possible to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; . Each of Parent and providedthe Company further agrees that it shall not, furtherand shall cause their respective Subsidiaries not to, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, that would reasonably be expected to have a material adverse the effect on of delaying, impairing or impeding the business, financial condition, receipt of any regulatory approvals required in connection with the transactions contemplated hereby or prospects of the Company Closing. Parent and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to Affiliates shall take, or cause to be taken, all actions that are reasonably necessarycustomarily undertaken to obtain CFIUS Approval and Team Telecom Consent so as to enable the Closing to occur, properincluding providing all such assurances as may be customarily necessary to address national security (including entering into a mitigation agreement, letter of assurance, national security agreement, or advisable other similar arrangement or agreement), law enforcement, and public safety interests in relation to obtain any approvals services offered by the Company or consents required under applicable FDI Laws; providedfacilities owned by the Company, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, thatprovided however, notwithstanding anything in this Agreement to the contrary hereincontrary, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business none of TrimbleParent, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO their Affiliates shall be required as a condition to take obtaining CFIUS Approval to agree to terms and conditions that prevent Parent from exercising effective management and control over any actions with respect to material portion of the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects businesses of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Merger Agreement (CSC Holdings LLC)
Regulatory Matters. (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Xxxxxxx Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms limitations imposed by Section 5.17(b), the parties hereto shall cooperate with each other and conditions set forth in this Agreementuse Commercially Reasonable Efforts promptly to prepare and file all necessary documentation, without limiting the generality of the undertakings pursuant to this Section 7.4effect all applications, Trimblenotices, on the one handpetitions and filings, and AGCOto obtain as promptly as practicable all Consents of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger); for the avoidance of doubt, on the foregoing shall apply to any and all applications, notices, petitions and filings, made by Parent and Merger Sub, in their sole discretion, to any Governmental Entity that regulates the gaming industry and investigation or change in control approval process arising therefrom. Notwithstanding the foregoing, other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement Michigan (as defined in (b) below), if the Company and/or the Company Member, as applicable, reasonably determines, based upon factual information and well-reasoned analysis, that any Governmental Entity is unwilling to grant such Consents based solely upon the transactions contemplated herein prior history of Par-4, Inc., then the Company and/or the Company Member, as applicable, shall not be required under this section to submit any documentation to such Governmental Entity; provided that the HSR Act for Trimble Company and/or the Company Member, as applicable, shall provide to the Parent and AGCOMerger Sub prompt written notice of its determination, which notice shall include the name of the applicable jurisdiction and a reasonably detailed description of the factual information and analysis used to make such determination. The Company and Parent shall have the right to review in advance, and to the extent practicable each will reasonably consult with the other on, in each case, requesting early termination of the waiting period with respect case subject to Applicable Laws relating to the transactions contemplated hereby;
(B) as soon as reasonably practicableexchange of information, and in any eventall the information relating to the Company, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B)Company Member, file any notification, pre-notification Parent or other form necessaryMerger Sub, as the case may be, to obtain which appear in any consentsfiling made with or written materials submitted to, clearances any third party or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated herebyby this Agreement. In exercising the foregoing right, including each of the parties hereto shall act reasonably and as promptly complying as practicable. The parties hereto agree that they will reasonably consult with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) each other with respect to Antitrust Laws, to use reasonable best efforts to take, the obtaining of all Consents of all third parties and to cause each of its Affiliates to take, any and all actions reasonably Governmental Entities necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable consummate the transactions contemplated by this Agreement and each party will keep the other reasonably apprised of the status of matters relating to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation completion of the transactions contemplated herein. Parent (or Merger Sub as the case may be) and the Company (or the Company Member, as the case may be) shall promptly furnish each other with copies of written communications received by this Agreement; Parent, Merger Sub, the Company, and providedthe Company Member, furtheras the case may be, thatfrom or delivered by any of the foregoing to or from, notwithstanding anything any Governmental Entity in respect of the transactions contemplated hereby. The parties agree that if any jurisdiction requires the Company and/or the Company Member to the contrary hereinwithdraw or surrender an application (a “Withdrawal”), such Withdrawal is not deemed to be a Consent hereunder.
(i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than The Company and/or the Company Member, as applicable, shall prepare and, on or before August 15, 2016, file all documentation necessary so that Consent to the Merger and related transactions can be obtained from the Michigan Gaming Control Board (“Michigan”) on or before the Drop Dead Date, and the Transferred SubsidiariesCompany and/or the Company Member, as applicable, shall work expeditiously to obtain such Consent from Michigan as soon as practicable, including promptly responding to all follow-up requests; (ii) AGCO the Parent and Merger Sub shall not use Commercially Reasonable Efforts to file all documentation necessary so that Consent to the Merger and related transactions can be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than obtained from the Company and the Transferred Subsidiaries, New York State Gaming Commission as soon as practicable; and (iii) Trimble the Parent and Merger Sub shall prepare and, on or before August 15, 2016, file all documentation necessary to obtain the Consent to the Merger and related transactions from the Delaware Division of Gaming Enforcement (“Delaware”) and Maryland Lottery and Gaming Control Agency (“Maryland”) so that the Parent and Merger Sub can, upon and after Closing of the Merger, continue the business conducted by the Company in Delaware and Maryland prior to the Merger without interruption, and Parent and Merger Sub shall work expeditiously to obtain such Consents from Delaware and Maryland as soon as practicable, including promptly responding to all follow-up requests.
(e) Schedule 6.01(c)-2 to the Original Agreement, which sets forth certain Consents that Parent and Merger Sub must receive for the mutual condition to Closing set forth in Section 6.01(c) of the Original Agreement to be satisfied, is hereby amended in its entirety to read as follows:
1. Consent to the Merger by the Michigan Gaming Control Board shall have been obtained by Parent and Merger Sub prior to Closing, which such consent shall include but not be permitted limited to take any actions with respect to the Company permitting Parent and its Subsidiaries without the prior written consent of AGCOMerger Sub, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede after the Closing, or (3) cause any Governmental Entity to object conduct the business being conducted by the Parent and Merger Sub prior to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative 2. Consent to the corresponding impact on Merger by the economic benefits any memner Delaware Division of Gaming Enforcement and Maryland Lottery and Gaming Control Agency shall have been obtained by the AGCO Group reasonably expects Parent and Merger Sub prior to receive under this Agreement Closing, which such consent shall include but not be limited to permitting Parent and Merger Sub, after the Ancillary Agreements contemplated Closing, to conduct the business being conducted by this Agreement, taken as a whole, without the Company prior written consent of Trimbleto the Closing.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms and conditions set forth Except as provided otherwise in this Agreement, from and after the transfer by the Seller to the Buyer of each Governmental Approval pursuant to the terms hereof, the Buyer, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Entity required by Law in respect of such Governmental Approval, including, without limiting limitation, securing, maintaining, and/or amending the generality National Drug Code for each Product of the undertakings Business and preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental Entity; (ii) taking all actions and conducting all communication with third parties in respect of Products sold pursuant to such Governmental Approval (whether sold before or after transfer of such Governmental Approval), including, without limitation, responding to all complaints in respect thereof, including complaints related to tampering or contamination; and (iii) investigating all complaints and adverse drug experiences in respect of Products sold pursuant to such Governmental Approval (whether sold before or after transfer of such Governmental Approval).
(b) Except as otherwise provided in this Section 7.4Agreement (i) from and after the transfer by the Seller to the Buyer of each Governmental Approval pursuant to the terms hereof, Trimble, on the one handSeller shall promptly notify the Buyer if the Seller receives a complaint or a report of an adverse drug experience in respect of a Product sold pursuant to such Governmental Approval, and AGCO(ii) for six (6) months after the transfer by the Seller to the Buyer of the Governmental Approvals pursuant to the terms thereof, the Seller shall cooperate with the Buyer's reasonable requests and use commercially reasonable efforts to assist the Buyer in connection with the investigation of and response to any complaint or adverse drug experience related to a Product manufactured and released by or on behalf of the other hand, agree to take or cause to be taken the following actions:Seller.
(Ac) as soon as practicableFrom and after the transfer by the Seller to the Buyer of each Governmental Approval pursuant to the terms hereof, the Buyer shall control and in be responsible for conducting all voluntary and involuntary recalls, Product withdrawals and field alerts of units of Products sold pursuant to such Governmental Approval (whether sold before or after transfer of such Governmental Approval), including recalls, Product withdrawals and field alerts required by any event, no later than ten (10) Business Days following the date Governmental Entity of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination units of Products manufactured or released by or on behalf of the waiting period Seller. The Seller promptly shall notify the Buyer in the event that a recall, Product withdrawal or field alert of any units of Product manufactured and released by or on behalf of the Seller is requested by any Governmental Entity. The Buyer shall consult with the Seller with respect to the transactions contemplated hereby;
(B) as soon as reasonably practicablenecessity and procedures for any recall, and in any event, within any applicable deadlines mandated by Product withdrawal or field alert for which the jurisdictions set forth in Schedule 7.4(d)(i)(BBuyer is entitled to indemnification under Section 6.1(c), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject Each of SFSB, Stanton Savings, Laurel and the Bank shall cooperate wixx xxxx other and use their best efforts to prepare all necessary documentation to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the terms and conditions set forth in transactions contemplated by this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) Agreement as soon as practicable, . The parties shall each have the right to review and approve in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect advance all information relating to the transactions contemplated hereby;
(B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessaryother, as the case may be, to obtain and any consentsof their respective subsidiaries, clearances which appears in any filing made with, or approvals required under written material submitted to, any third party or governmental body in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; .
(b) Each of the parties will furnish each other with all information concerning themselves, their directors, officers and provided, further, that, notwithstanding anything stockholders and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of them to any governmental body in connection with the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company Merger and the Transferred Subsidiariesother transactions, (ii) AGCO shall not be required to take any action with respect to AGCO applications or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions filings contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(iic) AGCO Each of the parties will not takepromptly furnish each other with copies of written communications received by them from, or cause to be takendelivered by any of the foregoing to, any actions or do, or cause to be done, any things, governmental body in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact connection with the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement Merger and the Ancillary Agreements other transactions, applications or filings contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iiid) Trimble will not takeEach of SFSB and Laurel agrees that if such party shall become aware prior to the mailing date of the Proxy Statement of any information furnished by such party that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or cause to be takenomit to state any material fact necessary to make the statements therein not false or misleading, any actions or do, or cause to be done, any things that would be reasonably likely promptly inform the other parties thereof and to materially adversely affect take the economic benefits that any member of necessary steps to correct the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCOProxy Statement.
Appears in 1 contract
Samples: Reorganization Agreement (Laurel Capital Group Inc)
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) As promptly as soon as practicable, and practicable but in any event, no event not later than ten (10) Business Days following 120 days after the date of this Agreement, Seller and Purchaser shall each file with the initial pre-merger notifications with respect to this Agreement Federal Trade Commission and the transactions contemplated herein Department of Justice any notifications required to be filed under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period rules and regulations promulgated thereunder with respect to the transactions contemplated hereby;
(B) . The Parties shall consult with each other as soon as reasonably practicable, to the appropriate time of filing such notifications and in any event, within any applicable deadlines mandated by shall use their best efforts to make such filings at the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may beagreed upon time, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) respond promptly to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) made by any Governmental Entity;either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing.
(Db) Seller and Purchaser shall cooperate with each other to (i) promptly (but in any event not later than 75 days after the date of this Agreement with respect to Antitrust Lawsfilings with the OPUC and the Public Utility Commission of Nevada, 90 days after the date of this Agreement with respect to filings with the SEC and 120 days after the date of this Agreement with respect to filings with FERC) prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use reasonable their respective best efforts to takeobtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities and (iv) use their respective best efforts to cause obtain all necessary permits, consents, approvals and authorizations of all other parties, in the case of each of its Affiliates the foregoing clauses (i), (ii), (iii) and (iv), necessary or advisable to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable consummate the transactions contemplated by this Agreement to occur as promptly as practicable prior to (including, without limitation, the Outside DateSeller Required Statutory Approvals and the Purchaser Required Statutory Approvals) or required by the terms of any note, including consenting to any divestiturebond, salemortgage, disposition indenture, deed of trust, license, franchise, permit, concession, contract, lease or other structural instrument to which PGE, PGH II or conduct remedy Purchaser or any of their respective subsidiaries is a party or by which any of them is bound. Each of Seller and Purchaser shall have the right to review in order advance all filings to obtain clearance from be made by the other Party with any Governmental Entity, provided, that any such action shall be conditioned on the consummation of Authority in connection with the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closinghereby.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimble.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sierra Pacific Resources)
Regulatory Matters. (i1) Subject Each Party shall file any filings, notifications or submissions (or drafts thereof) as are required or advisable to obtain the terms Regulatory Approvals as soon as reasonably practicable and conditions set forth in this Agreement, without limiting as specified herein:
(a) the generality Purchaser will file with the Minister a notification of the undertakings transactions contemplated by this Agreement pursuant to this Section 7.4Part III of the ICA (the ICA Notification) no later than October 13, Trimble2023, unless the Parties mutually agree on a different date for such filing; and
(b) the one handPurchaser and the Corporation shall each file, and AGCO, on the other hand, agree to take or cause to be taken filed, their respective notification and report form pursuant to the following actions:
(A) as soon as practicable, and in any event, HSR Act with respect to the Arrangement no later than ten (10) Business Days following after the date hereof, unless the Parties mutually agree on a different date for such filings.
(2) The Parties shall cooperate in good faith in using their respective commercially reasonable best efforts to obtain the Regulatory Approvals, including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required and shall cooperate in the preparation and submission of this Agreementall applications, file notices, filings, and submissions to Governmental Entities. Without limitation, the initial pre-merger notifications Corporation shall provide and shall cause the Subsidiaries to provide to the Purchaser such documents and information as the Purchaser may reasonably request for the purposes of the ICA Notification and ICA Approval. Subject to the covenants and obligations contained herein, the Purchaser Parties shall control and have the final and ultimate authority over strategic or tactical decisions in relation to the Regulatory Approvals, it being agreed that the Purchaser Parties shall consider in good faith the views of the Corporation and its counsel.
(3) Subject to Section 4.4(4), and to the extent permitted by applicable Law, with respect to this Agreement and obtaining the transactions contemplated herein required under Regulatory Approvals, each Party shall:
(a) promptly inform the HSR Act for Trimble and AGCO, in each case, requesting early termination other Parties of the waiting period with respect any communication received by that Party relating to the transactions contemplated herebyRegulatory Approvals or any filings, notifications or submissions in connection therewith and provide the other Parties with copies of any written communications;
(Bb) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B);
(C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to take, and respond promptly to cause each of its Affiliates to take, any and all actions reasonably necessary to obtain any consents, clearances, approvals request or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by notice from any Governmental EntityEntity requiring the Parties, in each caseor any one of them, to enable supply additional information that is relevant to the review of the transactions contemplated by this Agreement in connection with the Regulatory Approvals or any filings, notifications or submissions in connection therewith;
(c) permit the other Party to occur review in advance any proposed communications, applications, notices, filings or submissions to Governmental Entities (including responses to requests for information and inquiries from any Governmental Entity) in connection with the Regulatory Approvals or any filings, notifications or submissions in connection therewith, and provide the other Parties a reasonable opportunity to comment thereon and consider in good faith any comments proposed thereby;
(d) promptly provide the other Party with any filed copies of applications, notices, filings and submissions (including responses to requests for information and inquiries from any Governmental Entity) that were submitted to a Governmental Entity in connection with the Regulatory Approvals or any filings, notifications or submissions in connection therewith;
(e) not participate in any meeting or discussion (whether in person, by telephone or otherwise) with Governmental Entities in connection with the Regulatory Approvals or any filings, notifications or submissions in connection therewith unless it consults with the other Parties in advance and gives the other Parties or their legal counsel the opportunity to attend and participate thereat, unless a Governmental Entity requires otherwise; and
(f) keep the other Parties promptly informed of the status of discussions with Governmental Entities in connection with the Regulatory Approvals or any filings, notifications or submissions in connection therewith.
(4) Notwithstanding any other requirement in this Section 4.4(4), where a Party (a Disclosing Party) is required under this Section 4.4(4) to provide information to another Party (a Receiving Party) that the Disclosing Party deems to be competitively sensitive information or otherwise reasonably determines in respect thereof that disclosure should be restricted, the Disclosing Party may restrict the provision of such competitively sensitive and other information only to external legal counsel of the Receiving Party; provided, that the Disclosing Party also provides the Receiving Party a redacted version of such information which does not contain any such competitively sensitive or other restricted information.
(5) The Parties shall use their respective reasonable best efforts to obtain the Regulatory Approvals as promptly soon as reasonably practicable after the date hereof and in any event prior to the Outside Date; provided, including consenting however, that notwithstanding anything to the contrary herein (a) the Purchaser Parties and their affiliates shall not be required to (i) offer, commit or agree to enter into, modify, amend or terminate any contracts or (ii) offer, commit or agree to, or effect, any divestitures, sales, hold separates, conditions, obligations, terms, undertakings or behavioural requirements as a basis for obtaining, or otherwise in connection with, any Regulatory Approvals, and (b) with respect to any divestitureaction of the type referred to in the foregoing clause (a)(i) or (a)(ii), salethe Corporation (i) shall not, disposition or other structural or conduct remedy in order to obtain clearance from and shall cause its Subsidiaries not to, take any Governmental Entitysuch action without the Purchaser Parties’ prior written consent, providedand (ii) shall, and shall cause its Subsidiaries to, take any such action at the direction of the Purchaser Parties, provided that any such action shall be divestiture, sale or hold separate is conditioned on upon the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding .
(6) Notwithstanding anything to the contrary hereinin this Agreement, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions in fulfilling their obligations under this Agreement with respect to the Company ICA Approval, the reasonable best efforts of the Purchaser Parties shall require the Purchaser Parties to (a) respond promptly to any requests for information from any Governmental Entity; (b) negotiate in good faith with the Minister or other relevant Governmental Entity; and its Subsidiaries without (c) agree to undertakings or to similar commitments in any order under section 25.4(1)(b) of the prior written consent of AGCOICA that (i) are not, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on (with materiality measured based upon the businessconsolidated earnings before interest, financial conditiontaxes, or prospects depreciation and amortization of the Company Corporation for the year ended August 31, 2022) and its Subsidiaries;
(Eii) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on upon the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding . Notwithstanding anything to the contrary herein, (i) Trimble in no event shall not be required to take any action with respect to Trimble the Corporation or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries propose, agree or commit to any such undertaking or undertakings (or similar commitments) without the prior written consent of AGCO, and neither Trimble nor AGCO the Purchaser Parties.
(7) The Parties shall be required to not take any actions action, refrain from taking any commercially reasonable action or permit any action to be taken or not taken, which is inconsistent with respect to the Company and its Subsidiaries if such actionsthis Agreement, individually or in the aggregatethat will have, or would reasonably be expected to have a material adverse have, the effect on of materially delaying, impairing or impeding the business, financial condition, or prospects granting of the Company and its Subsidiaries;Regulatory Approvals.
(F8) Notwithstanding any other provision of this Agreement, but subject to Sections 4.4(5) to refrain fromand 4.4(6), and to cause each of its Affiliates to refrain from, taking if any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause objections are asserted by any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire under any assets or businesses engaged in whole or in part in a line of business similar applicable Law with respect to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member of the Trimble Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this Agreement, taken as or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a whole, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits challenge of any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements transactions contemplated by this AgreementAgreement as not in compliance with Law or as not satisfying any applicable legal test under a Law necessary to obtain the Regulatory Approvals, taken the Parties shall use their respective best reasonable efforts to resolve or avoid such proceeding so as a whole, without to allow the Closing to occur on or prior written consent of Trimbleto the Outside Date.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Regulatory Matters. (ia) Subject to the terms and conditions set forth in this AgreementThe Company shall, without limiting the generality of the undertakings pursuant to this Section 7.4, Trimble, on the one hand, and AGCO, on the other hand, agree to take or cause to be taken the following actions:
(A) as soon as practicable, and in any event, no later than within ten (10) Business Days following days of each of the date of this AgreementFirst Closing Date and Second Closing Date, file with the initial preSecurities Regulators any reports required to be filed by Applicable Securities Laws, including under NI 45-merger notifications 106, in connection with respect to this Agreement and the transactions contemplated herein by this Agreement in the required under form, and will provide the HSR Act for Trimble and AGCO, in each case, requesting early termination Investor’s legal counsel with copies of such reports;
(b) In the event that either of the waiting period with respect to Parties, or any of their respective Representatives, receives any request for information, documents or other materials, or a notice, from any Governmental Authority indicating that any investigation, review, inquiry or other formal or informal proceeding, which could have an effect on the transactions contemplated hereby;by this Agreement, is taking place or may take place, such Party shall, to the extent permitted by applicable Laws:
(Bi) as soon as reasonably practicablepromptly notify the other Party of the applicable notice or request for information, documents or other materials, and in any event, within any applicable deadlines mandated by cooperate with the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or Party in connection with any related investigation or other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B)inquiry;
(Cii) in consultation and cooperation with the other Party, respond as promptly as possible to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged request for information and documents requested made by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity;
(D) with respect to Antitrust Laws, to use reasonable best efforts to takeAuthority, and thereafter, after providing the other Party with a reasonable opportunity to cause each review and comment on any drafts of its Affiliates any written communications to takebe submitted by a Party to a Governmental Authority, make any and all actions reasonably necessary other submissions or filings as may be advisable in relation to obtain any consents, clearances, approvals or authorizations required under or in connection with any applicable Laws and enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Entity, in each case, to enable the transactions contemplated by this Agreement to occur as (promptly as practicable prior to notifying the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that Party when any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; and provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble submission or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and filing is made);
(iii) Trimble shall not be permitted promptly respond to any request for a meeting by any Governmental Authority, arrange for such meeting to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCOplace as soon as possible, and neither Trimble nor AGCO shall be required permit the other Party to take any actions with respect to attend such meeting, unless prohibited by the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;Governmental Authority; and
(Eiv) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, take or cause to be taken, all commercially reasonable actions that are reasonably necessaryand steps, properand do, or advisable cause to obtain any approvals be done all commercially reasonable things necessary on its part under this Agreement, applicable Laws or consents otherwise, required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of to consummate and make effective the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries;
(Fc) The Investor will execute and deliver within the applicable time periods all documentation as may be required by Applicable Securities Laws to refrain frompermit the purchase of the Subscription Shares on the terms set out herein and, if required by Applicable Securities Laws or stock exchange rules, the Investor will execute, deliver, file and to cause each of its Affiliates to refrain fromotherwise assist the Company in obtaining and filing such reports, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar reasonable and customary undertakings and other documents relating to the Business; and
(G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.
(ii) AGCO will not take, or cause to be taken, any actions or do, or cause to be done, any things, in each case, pursuant to this Section 7.4, that would be reasonably likely to materially adversely impact the economic benefits any member purchase of the Trimble Group reasonably expects to receive under this Agreement and Subscription Shares by the Ancillary Agreements contemplated Investor as may be required by this Agreementany Applicable Securities Laws, taken as a wholesecurities commission, in a manner that is disproportionately adverse in a material respect relative to the corresponding impact on the economic benefits any memner of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, taken as a whole, without the prior written consent of Trimblestock exchange or other regulatory authority.
(iii) Trimble will not take, or cause to be taken, any actions or do, or cause to be done, any things that would be reasonably likely to materially adversely affect the economic benefits that any member of the AGCO Group reasonably expects to receive under this Agreement and the Ancillary Agreements contemplated by this Agreement, without the prior written consent of AGCO.
Appears in 1 contract
Samples: Subscription Agreement
