Common use of Regulatory Reviews Clause in Contracts

Regulatory Reviews. Each party hereto will use its reasonable best efforts to (i) file with the U.S. Department of Justice and U.S. Federal Trade Commission, as soon as practicable and in no event later than fifteen (15) days after the date hereof, the Notification and Report Form under the HSR Act and to provide promptly any supplemental information or material requested pursuant to the HSR Act, and (ii) comply as soon as practicable after the date hereof with any other Laws of any country under which any consent, authorization, registration, declaration or other action with respect to the transactions contemplated herein may be required. Each party hereto shall furnish to the other such information and assistance as the other may reasonably request in connection with any filing or other act undertaken in compliance with the HSR Act or other such laws, and shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity under the HSR Act or other such laws. Parent, Merger Sub and the Company will each use its reasonable best efforts to cause termination or expiration of the HSR waiting period(s) in connection with any review of the transactions contemplated by this Agreement under the HSR Act and the Company agrees to cooperate fully with Parent and Merger Sub in respect thereof and to accept, in case of any dispute between the parties regarding dealings with any Governmental Entity, actions required to effect the termination or expiration of the HSR waiting period(s) or resolution of any Governmental Entity's concerns, the decision of Parent and Merger Sub; provided, however, that Parent agrees, to the extent permitted by applicable Law and as practicable, to provide prior notice to, and consult with, the Company with respect to any actions contemplated by Parent in connection with this Section 5.10, and, except to the extent the applicable Governmental Entity requires otherwise, to include the Company in all substantive communications, meetings, negotiations and proceedings related thereto. In connection with any litigation or administrative proceeding instituted to prevent the consummation of the Merger, Parent, Merger Sub and the Company shall take any and all action reasonably necessary in connection with such litigation or administrative proceeding (i) to prevent the entry of any order, preliminary or permanent injunction, or other legal restraint or prohibition preventing consummation of the Merger or any related transactions contemplated by this Agreement and (ii) to vacate any order, injunction or legal restraint or prohibition which would prevent the consummation of the transactions contemplated by this Agreement.

Regulatory Reviews. Each party hereto will use its reasonable best efforts (a) to (i) file with the U.S. Department of Justice and U.S. Federal Trade Commission, as soon as practicable and in no event later than fifteen (15) days after the date hereof, the Notification and Report Form under the HSR Act and to provide promptly any supplemental information or material requested pursuant to the HSR Act, and (iib) to comply as soon as practicable after the date hereof with any other Laws laws of any country and the European Union under which any consent, authorization, registration, declaration or other action with respect to the transactions contemplated herein may be required. Each party hereto shall furnish to the other such information and assistance as the other may reasonably request in connection with any filing or other act undertaken in compliance with the HSR Act or other such laws, and shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity under the HSR Act or other such laws. Parent, Merger Sub Xxxxxx and the Company will each use its reasonable best efforts to cause termination or expiration of the HSR waiting period(s) in connection with any review of the transactions contemplated by this Agreement under the HSR Act and the Company agrees to cooperate fully with Parent and Merger Sub in respect thereof and to accept, in case of any dispute between the parties regarding dealings with any Governmental Entity, actions required to effect the termination or expiration of the HSR waiting period(s) or resolution of any Governmental Entity's concerns, the decision of Parent and Merger Sub; provided, however, that Parent agrees, to the extent permitted by applicable Law and as practicable, to provide prior notice to, and consult with, the Company with respect to any actions contemplated by Parent in connection with this Section 5.10, and, except to the extent the applicable Governmental Entity requires otherwise, to include the Company in all substantive communications, meetings, negotiations and proceedings related theretoAct. In connection with any litigation or administrative proceeding instituted to prevent the consummation of the Merger, Parent, Merger Sub Xxxxxx and the Company shall take any and all action reasonably necessary in connection with such litigation or administrative proceeding (i) to prevent the entry of any order, preliminary or permanent injunction, or other legal restraint or prohibition preventing consummation of the Merger or any related transactions contemplated by this Agreement and (ii) to vacate any order, injunction or of legal restraint or prohibition which would prevent the consummation of the transactions contemplated by this Agreement; PROVIDED, however, that nothing contained herein shall require Xxxxxx to divest any portion of Xxxxxx or the Company or to accept any restrictions or the operation of Xxxxxx or the Company in order to consummate the transactions contemplated this Agreement.

Regulatory Reviews. Each party hereto will use its reasonable best efforts (a) to (i) file with the U.S. Department of Justice and U.S. Federal Trade Commission, as soon as practicable and in no event later than fifteen (15) days after the date hereof, the Notification and Report Form under the HSR Act and to provide promptly any supplemental information or material requested pursuant to the HSR Act, and (iib) to comply as soon as practicable after the date hereof with any other Laws laws of any country and the European Union under which any consent, authorization, registration, declaration or other action with respect to the transactions contemplated herein may be required. Each party hereto shall furnish to the other such information and assistance as the other may reasonably request in connection with any filing or other act undertaken in compliance with the HSR Act or other such laws, and shall keep each other timely apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity under the HSR Act or other such laws. Parent, Merger Sub Xxxxxx and the Company will each use its reasonable best efforts to cause termination or expiration of the HSR waiting period(s) in connection with any review of the transactions contemplated by this Agreement under the HSR Act and the Company agrees to cooperate fully with Parent and Merger Sub in respect thereof and to accept, in case of any dispute between the parties regarding dealings with any Governmental Entity, actions required to effect the termination or expiration of the HSR waiting period(s) or resolution of any Governmental Entity's concerns, the decision of Parent and Merger Sub; provided, however, that Parent agrees, to the extent permitted by applicable Law and as practicable, to provide prior notice to, and consult with, the Company with respect to any actions contemplated by Parent in connection with this Section 5.10, and, except to the extent the applicable Governmental Entity requires otherwise, to include the Company in all substantive communications, meetings, negotiations and proceedings related theretoAct. In connection with any litigation or administrative proceeding instituted to prevent the consummation of the Merger, Parent, Merger Sub Xxxxxx and the Company shall take any and all action reasonably necessary in connection with such litigation or administrative proceeding (i) to prevent the entry of any order, preliminary or permanent injunction, or other legal restraint or prohibition preventing consummation of the Merger or any related transactions contemplated by this Agreement and (ii) to vacate any order, injunction or of legal restraint or prohibition which would prevent the consummation of the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall require Xxxxxx to divest any portion of Xxxxxx or the Company or to accept any restrictions or the operation of Xxxxxx or the Company in order to consummate the transactions contemplated this Agreement.