Third Party Consents and Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, the parties hereto will use 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 this Agreement and applicable Laws and regulations to consummate the Merger as soon as 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, all documentation to effect all necessary applications, notices, petitions and filings and to obtain as promptly as reasonably practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary to be obtained from any third party and/or any Governmental Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary, proper or advisable to obtain all such consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, any necessary filing of a Notification and Report Form pursuant to the HSR Act and all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Authorities under any other antitrust, competition, trade regulation or other Regulatory Law with respect to the transactions contemplated hereby; (ii) to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law; (iii) to use their reasonable best efforts to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable; and (iv) not to extend any waiting period under the HSR Act or enter into any agreement with any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto (which shall not be unreasonably withheld, conditioned or delayed).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (SMURFIT-STONE CONTAINER Corp), Agreement and Plan of Merger (Rock-Tenn CO)
Third Party Consents and Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, the parties hereto will use 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 this Agreement and applicable Laws and regulations Law to consummate the Merger as soon as 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, all documentation to effect all necessary applications, notices, petitions petitions, and filings and to obtain as promptly as reasonably practicable all consents, clearances, waivers, licenses, ordersOrders, registrations, approvals, permits permits, and authorizations necessary to be obtained from any third party and/or any Governmental Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary, proper or advisable to obtain all such consents, clearances, waivers, licenses, ordersOrders, registrations, approvals, permits and authorizations. In furtherance and not in limitation of the foregoing, each party hereto agrees (iA) to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof but in any event no later than seven (7) days after the date hereof, (y) any necessary filing of a Notification and Report Form pursuant to the HSR Act and (z) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Authorities under any other antitrust, competition, trade regulation or other Regulatory Law with respect to the transactions contemplated hereby; , (iiB) to respond to any inquiries received and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law; Law and (iiiC) to use their reasonable best efforts to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable; practicable and (iv) not to extend any waiting period under the HSR Act or any other Regulatory Law or enter into any agreement with any other a Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto (which shall not to be unreasonably withheld, conditioned withheld or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearwater Paper Corp), Agreement and Plan of Merger (Cellu Tissue Holdings, Inc.)
Third Party Consents and Regulatory Approvals. (a) Subject The parties hereto shall cooperate with each other and use reasonable best efforts to promptly (i) prepare and file all necessary documentation, to effect all applications, notices, petitions and filings as soon as reasonably practicable, to obtain as promptly as reasonably practicable all permits, consents, approvals, authorizations and clearances, including under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (the “HSR Act”) of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including each of the Offer and the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Authorities; (ii) defend any lawsuits or other legal proceedings (other than those brought by a Governmental Authority) challenging this Agreement or the consummation of the transactions contemplated by this Agreement, ; and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto will further agree to use reasonable best efforts to offer to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate the Merger as soon as 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, all documentation to effect all necessary applications, notices, petitions and filings and to obtain as promptly as reasonably practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary to be obtained from any third party and/or any Governmental Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary, proper or advisable to obtain all such consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, any necessary filing of a Notification and Report Form pursuant to the HSR Act and all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Authorities under any other antitrust, competition, trade regulation or other Regulatory Law with respect to the transactions contemplated hereby; (ii) to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law; (iii) to use their reasonable best efforts to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable; and (iv) not to extend any waiting period under the HSR Act or enter into any agreement with any other Governmental Authority not to consummate effective the transactions contemplated by this Agreement, except including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under Regulatory Law (as hereinafter defined) with respect to the transactions contemplated by this Agreement, and to avoid or eliminate each and every impediment under any law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Merger to occur as promptly as reasonably practicable. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) in no event shall the Parent or the Purchaser be obligated to, and the Seller and its subsidiaries shall not without the prior written consent of the other party hereto Parent, agree or proffer to divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (which whether tangible or intangible) or any portion of any business of the Parent, the Purchaser, the Seller or any of their subsidiaries and (ii) in no event shall not the Parent or any of its subsidiaries be unreasonably withheldobligated to litigate or participate in the litigation of any action, conditioned suit, claim or delayed).proceeding seeking to (A) make illegal or otherwise prohibit or materially delay
Appears in 1 contract
Third Party Consents and Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, the parties hereto will use 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 this Agreement and applicable Laws and regulations to consummate the Merger transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing, in consultation with the other party parties and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions and filings and to obtain as promptly as reasonably practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary to be obtained from any third party and/or any Governmental Authority Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary, proper or advisable to obtain all such consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations. In furtherance and not in limitation of the foregoing, each party hereto agrees (iA) to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereofother, any necessary filing of a Notification and Report Form pursuant to the HSR Act within ten (10) Business Days of the date hereof, and all other necessary registrations, declarations, notices and filings relating to the Merger transactions contemplated by this Agreement with other Governmental Authorities Entities under any other antitrust, competition, trade regulation or other Regulatory Law as promptly as practicable and advisable after the date hereof, with respect to the transactions contemplated hereby; (iiB) to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law; (iiiC) to use their reasonable best efforts to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable; and (ivD) not to extend any waiting period under the HSR Act or enter into any agreement with any other Governmental Authority Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party parties hereto (which which, in the case of the extension of any applicable time period, shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Stock Purchase Agreement (Total System Services Inc)
Third Party Consents and Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, the The parties hereto will shall cooperate with each other and use 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 this Agreement and applicable Laws and regulations to consummate the Merger as soon as practicable after the date hereof, including promptly (i) preparing prepare and filingfile all necessary documentation, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions and filings and as soon as reasonably practicable, to obtain as promptly as reasonably practicable all permits, consents, clearances, waivers, licenses, orders, registrations, approvals, permits authorizations and authorizations clearances (including under the HSR Act and the Antitrust Laws) of all Specified Governmental Authorities and other Persons which are necessary to be obtained from any third party and/or any Governmental Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement (including each of the Offer and the Merger), and to comply with the terms and conditions of all such permits, consents, approvals, authorizations and clearances of all such third parties and Specified Governmental Authorities, including landlord consents (ii) taking all reasonable steps as may be necessary, proper or advisable to obtain all such consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations. In furtherance and not in limitation of without limiting the foregoing, each party hereto agrees (i) to make make, or cause to be made, the applications and filings required to be made under the HSR Act and the Antitrust Laws as promptly as practicable, and in consultation any event within ten (10) Business Days after the date hereof; and cooperation with (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the other consummation of the transactions contemplated by this Agreement. Other than pursuant to actions by the Company or Company Board permitted in Section 7.2(e), the parties further agree to use reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including taking all such further action as reasonably may be necessary to (i) cause the expiration of the notice periods under the HSR Act and the Antitrust Laws as promptly as reasonable practicable after the date of this Agreement, (ii) to comply as promptly as practicable with any request for additional information, documents or other materials received by Parent, Purchaser or the Company, and advisable after (iii) to resolve such objections, if any, as the date hereofUnited States Federal Trade Commission, any necessary filing the Antitrust Division of a Notification and Report Form pursuant to the HSR Act and all other necessary registrationsUnited States Department of Justice, declarations, notices and filings relating to the Merger with other Governmental Authorities under state antitrust enforcement authorities or competition authorities of any other antitrust, competition, trade regulation nation or other jurisdiction or any other Person may assert under Regulatory Law with respect to the transactions contemplated hereby; (ii) to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law; (iii) to use their reasonable best efforts to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable; by this Agreement and (iv) not to extend avoid or eliminate each and every impediment under any waiting period under the HSR Act or enter into Law that may be asserted by any agreement with any other Governmental Authority not with respect to consummate the transactions contemplated by this AgreementAgreement so as to enable the Closing to occur as soon as expeditiously possible. The parties agree that the use of “reasonable best efforts” by Parent shall not require Parent or Purchaser to propose, except with the prior written negotiate, commit to or effect, by consent decree, hold separate order or otherwise, either of the other following (each a “Burdensome Action”) (x) the sale, license, divestiture or disposition of, or to hold separate, any product lines, assets or businesses of either party hereto or its Affiliates or (which shall not be unreasonably withheldy) any restrictions or actions that after the Closing Date would limit Parent’s or its Subsidiaries’ (including the Surviving Corporation’s) ownership, conditioned operation or delayed).freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets. The parties agree that the use of “reasonable best efforts” by either Parent or Purchaser, on the one 52
Appears in 1 contract
Third Party Consents and Regulatory Approvals. (a) Subject The parties hereto shall cooperate with each other and use reasonable best efforts to promptly (i) prepare and file all necessary documentation, to effect all applications, notices, petitions and filings as soon as reasonably practicable, to obtain as promptly as reasonably practicable all permits, consents, approvals, authorizations and clearances, including under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (the “HSR Act”) of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including each of the Offer and the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Authorities; (ii) defend any lawsuits or other legal proceedings (other than those brought by a Governmental Authority) challenging this Agreement or the consummation of the transactions contemplated by this Agreement, ; and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. The parties hereto will further agree to use reasonable best efforts to offer to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate the Merger as soon as 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, all documentation to effect all necessary applications, notices, petitions and filings and to obtain as promptly as reasonably practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary to be obtained from any third party and/or any Governmental Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary, proper or advisable to obtain all such consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, any necessary filing of a Notification and Report Form pursuant to the HSR Act and all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Authorities under any other antitrust, competition, trade regulation or other Regulatory Law with respect to the transactions contemplated hereby; (ii) to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law; (iii) to use their reasonable best efforts to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable; and (iv) not to extend any waiting period under the HSR Act or enter into any agreement with any other Governmental Authority not to consummate effective the transactions contemplated by this Agreement, except including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under Regulatory Law (as hereinafter defined) with respect to the transactions contemplated by this Agreement, and to avoid or eliminate each and every impediment under any law that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Merger to occur as promptly as reasonably practicable. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) in no event shall the Parent or the Purchaser be obligated to, and the Seller and its subsidiaries shall not without the prior written consent of the other party hereto Parent, agree or proffer to divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (which whether tangible or intangible) or any portion of any business of the Parent, the Purchaser, the Seller or any of their subsidiaries and (ii) in no event shall not the Parent or any of its subsidiaries be unreasonably withheldobligated to litigate or participate in the litigation of any action, conditioned suit, claim or delayed).proceeding seeking to (A) make illegal or otherwise prohibit or materially delay consummation of the Offer or the Merger, (B) restrict, prohibit or limit the ownership or operation by the Parent or the Purchaser or their subsidiaries of all or any portion of the business or assets of the Seller or any of their respective subsidiaries or compel the Parent or the Purchaser or their subsidiaries or any of their respective subsidiaries to dispose of or hold separately all or any portion of the business or assets of the Parent or the Purchaser or the Seller or any of their respective subsidiaries, or impose any limitation, restriction or prohibition on the ability of the Parent or the Purchaser or their subsidiaries to conduct its business or own such assets, (C) impose limitations on the ability of the Parent or the Purchaser or their subsidiaries effectively to acquire, hold or exercise full rights of ownership of the shares of Seller Common Stock, including the right to vote any shares of Seller Common Stock acquired or owned by the Purchaser or the Parent or their subsidiaries pursuant to the Offer on all matters properly presented to the Seller Stockholders, or (D) require divestiture by the Parent or the Purchaser or their subsidiaries of any shares of Seller Common Stock. For purposes of this Agreement, “
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Imaging Systems Inc)
Third Party Consents and Regulatory Approvals. (a) Subject to the terms and conditions of this Agreement, the parties hereto will use commercially 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 this Agreement and applicable Laws and regulations to consummate the Merger as soon as 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, all documentation to effect all necessary applications, notices, petitions and filings and to obtain as promptly as reasonably practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary to be obtained from any third party and/or any Governmental Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary, proper or advisable to obtain all such consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, (i) any necessary filing of a Notification and Report Form pursuant to the HSR Act and (ii) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Authorities under any other antitrust, competition, trade regulation or other Regulatory Law with respect to the transactions contemplated hereby; (ii) hereby and to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law; (iii) Law and to use their commercially reasonable best efforts to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable; and (iv) not to extend any waiting period under the HSR Act or enter into any agreement with any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto (which shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Cinema Destinations Corp.)
