Required Approvals; Other Actions Clause Samples
The "Required Approvals; Other Actions" clause defines which decisions or actions within an agreement require prior consent from specific parties or governing bodies. Typically, this clause outlines thresholds or categories of actions—such as major financial commitments, amendments, or strategic changes—that cannot proceed without formal approval, often from a board of directors or a majority of stakeholders. By clearly specifying these requirements, the clause ensures that significant decisions are made transparently and with appropriate oversight, thereby preventing unilateral actions and protecting the interests of all parties involved.
Required Approvals; Other Actions. Between the Execution Date and the consummation of the Closing, Purchaser shall (a) make as promptly as practicable all filings required by applicable law to be made by it or any of its Affiliates in order to consummate the transactions contemplated hereby (including making all filings and submissions under any applicable Antitrust Laws), (b) comply at the earliest practicable date with any request for additional information or documentary material (or any similar request for information and/or documents) respectively received by Purchaser or any Seller, or any of their respective Affiliates, from the FTC, the Antitrust Division of the DOJ, or any other governmental authority pursuant to any applicable Antitrust Law in connection with the transactions contemplated hereby, (c) promptly inform the Seller Representative of any material communication made by Purchaser to, or received by Purchaser from, the FTC, the DOJ or any other governmental authority regarding any of the transactions contemplated hereby, (d) cooperate in connection with any filing under applicable Antitrust Law and in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby, commenced by the FTC, the DOJ, any state attorney general or any other governmental authority pursuant to any applicable Antitrust Law, and (e) cooperate with Sellers and use commercially reasonable efforts to obtain all consents required to be obtained under applicable Antitrust Laws to permit the consummation of the transactions contemplated hereby, and with respect to all other filings any Seller or Purchaser elects to make or is required to make in connection with the transactions contemplated hereby. Notwithstanding the foregoing or anything else in this Agreement, nothing in this Agreement shall require Purchaser or any of its Affiliates to dispose of or make any change in any portion of its business or to incur any other similar burden to obtain any Governmental Approval.