XXXX-XXXXX-XXXXXX NOTIFICATION. The waiting period (and any ------------------------------ extension thereof) under the HSR Act applicable to (i) the purchase of the Class B Stock pursuant to this Agreement and the consummation of the Other Transactions, (ii) the conversion by the Purchaser of the Class C Stock and the Convertible Notes acquired pursuant to the Contribution Agreement into shares of Class B Stock of the Company, and (iii) the Merger shall have expired or have been terminated.
XXXX-XXXXX-XXXXXX NOTIFICATION. Prior to the Closing Date, the parties shall file all reports or other documents required or requested by the Federal Trade Commission (the "FTC") or the Department of Justice (the "DOJ") under the HSR Act, and all regulations promulgated thereunder, concerning the transactions contemplated by this Agreement, and comply promptly with any request by the FTC or the DOJ for additional information concerning such transactions, so that the waiting period specified in the HSR Act will expire an soon as commercially reasonable after the execution and delivery of this Agreement. The parties agree to furnish to one another such information concerning Lithia, the Company, and the Shareholders as the parties need to perform their obligations hereunder. Lithia and the Company agree to share the filing fees and costs due governmental agencies with regard to the HSR Act notification and compliance.
XXXX-XXXXX-XXXXXX NOTIFICATION. The parties shall, if and to the extent required by law, prepare, and Purchaser shall file, all reports or other documents required or requested by the FTC or the Justice Department under the Xxxx-Xxxxx-Xxxxxx Act, and all regulations promulgated thereunder, concerning the transactions contemplated by this Agreement, and comply promptly with any request by the FTC or the Justice Department for additional information concerning such transactions, so that the waiting period specified in the Xxxx-Xxxxx-Xxxxxx Act will expire as soon as reasonably possible after the execution and delivery of this Agreement. The parties agree to furnish to one another such information concerning the Purchaser, the Seller, and the Company as the parties need to perform their obligations hereunder. The Purchaser agrees to pay all filing fees and costs due governmental agencies with regard to the notification under and compliance with the Xxxx-Xxxxx-Xxxxxx Act and all regulations promulgated thereunder.
XXXX-XXXXX-XXXXXX NOTIFICATION. (a) Seller and Purchaser shall each promptly prepare, execute and file a notification with the United States Justice Department and the Federal Trade Commission as required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”). Seller and Purchaser shall cooperate with each other in connection with the preparation of such notification, including sharing information concerning sales and ownership and such other information as may be needed to complete such notification, and providing a copy of such notification to the other prior to filing. Each of Seller and Purchaser shall keep all information about the other obtained in connection with the preparation of such notification confidential. Purchaser and Seller shall each pay one-half of the filing fee required under by the regulations promulgated pursuant to HSR. Purchaser and Seller shall promptly inform the other of any material communication between such party and any governmental entity regarding any of the transactions contemplated hereby. If either party received any formal or informal request for supplemental information or documentary material from any governmental entity with respect to the transactions contemplated hereby, then the recipient of such request shall make, or case to be made, as soon as reasonably practicable, a response in compliance with such request and, in making any such response, the responding party shall consider in good faith the views of the other party hereto. Seller and Purchaser covenant and agree that the Technology Closing shall be subject and conditioned upon the receipt of requisite approvals or the expiration of the applicable waiting period under HSR.
(b) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraining o trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Purchaser and Seller shall provide information required by law or governmental regulation and shall use commercially reasonably efforts to substantially comply as promptly as practicable with any “second request” for information pursuant to the Antitrust Laws; (ii) Purchase...
XXXX-XXXXX-XXXXXX NOTIFICATION. The waiting period (and ------------------------------ any extension thereof) under the HSR Act applicable to the consummation of the purchase of the Shares pursuant to this Agreement shall have expired or have been terminated.
XXXX-XXXXX-XXXXXX NOTIFICATION. As soon as practicable after the execution of this Agreement, the Company and the Purchaser shall each file, or cause to be filed, with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, pursuant to the HSR Act, the notifications and documentary materials required in connection with the transactions contemplated by this Agreement. Thereafter, the Company and the Purchaser will file any additional information requested as soon as practicable after any receipt of a request for additional information and shall use reasonable best efforts to obtain early termination of the applicable waiting period under the HSR Act. The Company and the Purchaser shall coordinate and cooperate with each other in exchanging such information and providing such reasonable assistance as may be requested in connection with such filings. All filing fees in connection with the HSR Act shall be paid by the Purchaser.
XXXX-XXXXX-XXXXXX NOTIFICATION. Each of Seller and Purchaser shall keep and protect as confidential all information about the others obtained in connection with the preparation of the notification required by the Xxxx-Xxxxx- Xxxxxx Anti-Trust Improvement Act of 1976, as amended ("HSR"). In the event Seller and Purchaser shall receive a request for additional information or documentary material from the Justice Department or the FTC (a) Purchaser shall be primarily responsible for responding to such request, and (b) Seller shall not respond to such request or furnish any additional information or documentary material without first notifying Purchaser in writing.
XXXX-XXXXX-XXXXXX NOTIFICATION. Each of Cerulean and WellPoint shall promptly prepare and file as soon as practicable after the date hereof a notification with the United States Justice Department (the "Justice Department") and the Federal Trade Commission (the "FTC") as required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act"). Each party shall cooperate with each other party in connection with the preparation of such notification, including sharing information concerning sales and ownership and such other information as may be needed to complete such notification, and providing a copy of such notification to the other prior to filing. Each party shall keep all information about the other party obtained in connection with the preparation of such notification confidential.
XXXX-XXXXX-XXXXXX NOTIFICATION. If legally necessary, Buyer and Seller agree that as soon as practicable, but in no event later than thirty (30) days after the date of this Agreement, each will complete the "Antitrust Improvements Act Notification and Report Form for Certain Mergers and Acquisitions" (the "HSR Form") with respect to the transactions contemplated by this Agreement and file such HSR Form with the Federal Trade Commission and the Department of Justice, as required by the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder ("HSR Act"). If legally necessary, each of Buyer and Seller shall request early termination of the waiting period under the HSR Act and will promptly complete and file responses to all requests for additional data and information which may be made under theHSR Act. Buyer and Seller shall each be responsible for their costs in preparing, filing and prosecuting their respective Forms and any such responses to requests for additional data or information, and will cooperate with each other in obtaining clearance of the transactions contemplated by this Agreement under the HSR Act as promptly as is practicable. Buyer and Seller shall each pay one-half of the filing fee required under the HSR Act with respect to the transactions contemplated by this Agreement.
XXXX-XXXXX-XXXXXX NOTIFICATION. The Company will promptly file a notification form in compliance with the HSR Act, and will respond promptly to any request for additional information that it receives. The Company will furnish to Newpark copies of (a) the notification form before it is filed, (b) any request for additional information that it receives promptly after receiving it and (c) the additional information to be furnished in response to any such request before it is filed.
