Common use of Xxxx-Xxxxx-Xxxxxx Filing Clause in Contracts

Xxxx-Xxxxx-Xxxxxx Filing. If and to the extent applicable: (a) Purchaser and Seller agree to file, and to cause any other person obligated to do so as a result of its shareholdings in Seller, with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission a Notification and Report Form in accordance with the notification requirements of the HSR Act and to use its and their best efforts to achieve the prompt termination or expiration of the waiting period or any extension thereof provided for under the HSR Act as a prerequisite to the consummation of the transactions provided for herein. (b) Nothing herein shall be construed as requiring Seller to (i) sell or otherwise dispose of any of the Seller Assets which are the subject of this Agreement or the Other Agreements which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary" (as defined in Rule 1-02 of Regulation S-X of the rules and regulations of the Commission), (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Seller or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Seller or would materially impair the value of the transaction contemplated herein to Seller or Purchaser. (c) Nothing herein shall be construed as requiring Purchaser to (i) sell or otherwise dispose of any of its assets which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary," (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Purchase or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Purchaser or would materially impair the value of the transaction contemplated herein to Seller or Purchaser.

Xxxx-Xxxxx-Xxxxxx Filing. If and to the extent applicable: (a) Purchaser and Seller agree to file, and to cause any other person obligated to do so as a result of its shareholdings in Seller, with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission a Notification and Report Form in accordance with the notification requirements of the HSR Act and to use its and their best efforts to achieve the prompt termination or expiration of the waiting period or any extension thereof provided for under the HSR Act as a prerequisite to the consummation of the transactions provided for herein. (b) Nothing herein shall be construed as requiring Seller to (i) sell or otherwise dispose of any of the Seller Assets or the Corporation's Assets or the Partnership's Assets which are the subject of this Agreement or the Other Agreements which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary" (as defined in Rule 1-02 of Regulation S-X of the rules and regulations of the Commission), (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Seller or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Seller or would materially impair the value of the transaction contemplated herein to Seller or Purchaser. (c) Nothing herein shall be construed as requiring Purchaser to (i) sell or otherwise dispose of any of its assets which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary," (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Purchase or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Purchaser or would materially impair the value of the transaction contemplated herein to Seller or Purchaser.

Xxxx-Xxxxx-Xxxxxx Filing. If and to the extent applicable: (a) Purchaser and Seller agree to file, and to cause any other person obligated to do so as a result of its shareholdings or other ownership interests in Seller, with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission a Notification and Report Form in accordance with the notification requirements of the HSR Act and to use its and their best efforts to achieve the prompt termination or expiration of the waiting period or any extension thereof provided for under the HSR Act as a prerequisite to the consummation of the transactions provided for herein. (b) Nothing herein shall be construed as requiring Seller to (i) sell or otherwise dispose of any of the Seller Assets which are the subject of this Agreement or the Other Agreements which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary" (as defined in Rule 1-02 of Regulation S-X of the rules and regulations of the Commission), (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Seller or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Seller or would materially impair the value of the transaction contemplated herein to Seller or Purchaser. (c) Nothing herein shall be construed as requiring Purchaser to (i) sell or otherwise dispose of any of its assets which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary," (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Purchase or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Purchaser or would materially impair the value of the transaction contemplated herein to Seller or Purchaser.

Xxxx-Xxxxx-Xxxxxx Filing. If and to the extent applicable: (a) Purchaser and Seller agree to file, and to cause any other person obligated to do so as a result of its shareholdings in Seller, with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission a Notification and Report Form in accordance with the notification requirements of the HSR Act and to use its and their best efforts to achieve the prompt termination or expiration of the waiting period or any extension thereof provided for under the HSR Act as a prerequisite to the consummation of the transactions provided for herein. (b) Nothing herein shall be construed as requiring Seller to (i) sell or otherwise dispose of any of the Seller Stock or the Corporation's Assets which are the subject of this Agreement or the Other Agreements which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary" (as defined in Rule 1-02 of Regulation S-X of the rules and regulations of the Commission), (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Seller or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Seller or would materially impair the value of the transaction contemplated herein to Seller or Purchaser. (c) Nothing herein shall be construed as requiring Purchaser to (i) sell or otherwise dispose of any of its assets which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary," (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Purchase or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Purchaser or would materially impair the value of the transaction contemplated herein to Seller or Purchaser.

Xxxx-Xxxxx-Xxxxxx Filing. If It shall be a condition to each party's Closing obligation hereunder that (1) all filings, if any, required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) shall have been made and any required waiting period under such laws (including any extensions thereof obtained by request or other action of any governmental authority) applicable to the extent applicable: transaction contemplated hereby shall have expired or been earlier terminated, (a2) Purchaser no action or proceeding shall have been instituted before a court or other governmental body by any Person to restrain or prohibit the transaction contemplated by this Agreement, and Seller (3) no governmental agency shall have given notice to the effect that consummation of the transaction contemplated by this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the transactions contemplated hereby. Buyer, Merger Sub and the Company each agree to file, file their respective notification and report forms under the HSR Act and any supplemental information relating to cause any other person obligated to do so as a result of its shareholdings in Seller, the transaction contemplated hereby with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission a Notification and Report Form in accordance with the notification requirements of will take all reasonable action required by the HSR Act and to use its and their best efforts to achieve obtain as quickly as possible the prompt expiration or early termination or expiration of the waiting period or any extension thereof provided for under the HSR Act as a prerequisite Act. In the event that any Person institutes any legal action seeking to the consummation of the transactions provided for herein. (b) Nothing herein shall be construed as requiring Seller to (i) sell or otherwise dispose of any of the Seller Assets which are the subject of this Agreement or the Other Agreements which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary" (as defined in Rule 1-02 of Regulation S-X of the rules and regulations of the Commission), (ii) take any action, the consummation of which cannot be conditioned on enjoin the consummation of the transactions contemplated by this AgreementAgreement under any antitrust or trade regulation law, where each party will use all reasonable efforts to (a) defend any such action would have a material adverse effect on Seller action, and (b) vacate any restraining order or (iii) take temporary injunction or other order arising out of any action which either would have a material adverse effect on the operations, business or financial condition of Seller or would materially impair the value of the transaction contemplated herein to Seller or Purchaser. (c) Nothing herein such action. Each party shall be construed as requiring Purchaser to (i) sell or otherwise dispose solely responsible for its own legal fees and expenses in connection with such defense and vacation of any of its assets which either alone such orders or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary," (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Purchase or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Purchaser or would materially impair the value of the transaction contemplated herein to Seller or Purchaserinjunctions.