Antitrust Approvals. (a) The Company and Buyer shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the Agreement Date, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local counsel fees. (b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions. (c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the parties, shall be limited to outside antitrust counsel only).
Appears in 1 contract
Antitrust Approvals. (a) The Company and Buyer shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the Agreement Date, fileEach Party agrees to use commercially reasonable efforts to take, or cause to be filedtaken, with all actions and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement, the Plan and the other Transaction Agreements, including (i) if applicable, filing, or causing to be filed, the Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith filings (or, if required by any Antitrust Authority, any drafts thereof) under any other Antitrust Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable (and with respect to any filings required pursuant to the HSR Act, which forms shall specifically request early termination no later than fifteen (15) Business Days following the later of (x) the waiting period prescribed date hereof or (y) a date reasonably determined by the HSR Act, Required Backstop Parties (not to be later than twenty-five (25) Business Days following the date hereof)) and (ii) promptly furnishing any other documents or information reasonably requested by any Antitrust Authority. The Company agrees to pay all filing fees of a Governmental Entity, Unit incurred by any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request Party in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local counsel feesother actions contemplated by this Section 6.10(a).
(b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts each Backstop Party subject to promptly obtain any clearance required under an obligation pursuant to the HSR Act and any Other Antitrust Laws for to notify any transaction contemplated by this Agreement, the consummation Plan or the other Transaction Agreements that has notified the Company in writing of the Transactions and shall keep such obligation (each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Backstop Party, or any of their respective Affiliates, shall be obligated a “Filing Party”) agree to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to reasonably cooperate with each other as to the appropriate time of filing such notification and use commercially reasonable efforts its content. The Company and each Filing Party shall, to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking extent permitted by applicable Law: (i) to promptly inform the notify each other party’s counsel of any oral communication withof, and provide if in writing, furnish each other with copies of written (or, in the case of material oral communications, advise each other orally of) any material communications with, any Governmental Entity regarding any such filings from or applications or any such transaction, and with an Antitrust Authority; (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently not participate in any meeting or discussion with any Governmental Entity an Antitrust Authority unless it consults with each other Filing Party and the Company, as applicable, in respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting advance and, to the extent permitted by the relevant Governmental EntityAntitrust Authority and applicable Law, give each other Filing Party and the Company, as applicable, a reasonable opportunity to attend and participate (which, at the request of any of the parties, shall be limited to outside antitrust counsel only).thereat;
Appears in 1 contract
Sources: Backstop Commitment Agreement
Antitrust Approvals. (a) The Company Seller and Buyer shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten five (105) Business Days following the Agreement Dateexecution and delivery of this Agreement, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions transactions contemplated by this Agreement and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, Act and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions transactions contemplated hereby pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Each of Seller and the Parties Buyer shall promptly comply with any requests be responsible for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) % of all filing fees payable in connection with such filings and for 50% of any local counsel fees.
(b) The Company fees in connection with such filings. Seller and Buyer shall each, respectively, use their commercially reasonable respective best efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions transactions contemplated by this Agreement and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply respond as promptly with as practicable to any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, with any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the parties, shall be limited to outside antitrust counsel only).
Appears in 1 contract
Antitrust Approvals. (a) The Company To the extent that the Purchaser determines in good faith, and Buyer on the reasonable advice of counsel, that any consent of a Governmental Authority is necessary to consummate the transactions contemplated by this Agreement, then, subject to the terms of this Agreement, the Sellers and the Purchaser shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the Agreement Dateexecution and delivery of this Agreement, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, Act and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions transactions contemplated hereby pursuant to the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws relating that are designed to antitrust and competition applicable to any Acquired Companyprohibit, restrict or regulate actions having the purpose or effect of restricting competition, monopolization or restraint of trade, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. The Purchaser shall be responsible for eighty-eight percent (88%) and the Parties Sellers shall promptly comply with any requests be responsible for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty twelve percent (5012%) of all filing fees payable in connection with such filings and for any local counsel fees.
(b) The Company Sellers and Buyer the Purchaser shall each, respectively, use their respective commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions transactions contemplated hereby and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request. Notwithstanding anything to the contrary in this Agreement, including providing additional information. The Parties agree that nothing herein neither Purchaser nor any of its Affiliates (which for purposes of this sentence shall require any party include the Company) shall be required, in connection with the matters covered by this Section 6.12, (i) to dispose pay any amounts (other than the payment of filing fees and expenses and fees of counsel), (ii) to commence or make defend any change in any portion of their businesses or litigation, (iii) to incur any other burden hold separate (financial including by trust or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or divest any of their respective Affiliatesbusinesses, shall be obligated product lines or assets, (iv) to contest, administratively agree to any limitation on the operation or in court, any ruling, order conduct of their or other action of any Governmental Entity the Company’s or any other Person respecting of the TransactionsSubsidiaries’ respective businesses or (v) to waive any of the conditions set forth in Article VII of this Agreement.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to such party shall promptly inform the other party’s counsel parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Entity Authority regarding any such filings or applications or any such transaction, transaction and (ii) permit the other party to confer with each other regarding appropriate contacts with and response review in advance any proposed communication by such party to personnel of such any Governmental EntityAuthority. No party hereto shall independently participate in any formal meeting or discussion with any Governmental Entity Authority in respect of any such filings, applicationsinvestigation, investigation or other inquiry without giving the other party parties hereto prior notice of the meeting and, to the extent permitted by the relevant such Governmental EntityAuthority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto shall consult and participate (whichcooperate with one another in connection with the matters described in this Section 6.12, at the request including in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any of party hereto relating to proceedings under the parties, shall be limited to outside antitrust counsel only)HSR Act or other Antitrust Laws.
Appears in 1 contract
Sources: Stock Purchase Agreement (Cambium Learning Group, Inc.)
Antitrust Approvals. (a) The Each of Buyer and the Company and Buyer shall, will (i) make or cause to be made all filings required of it or its Affiliates under the Antitrust Laws with respect to the Transactions as promptly as practicable and before the expiration of and, in any relevant legal deadlineevent, but in no event later than ten (10) within five Business Days following from the Agreement Date, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision date of this Agreement, (ii) comply at the earliest practicable date with any request under the Antitrust Laws for additional information, documents or other materials received by it or its Affiliates from any Governmental Authority in respect of such filings or the Transactions, and (iii) cooperate with the other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under any Antitrust Law with respect to any such filing or the Transactions. Each of Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local counsel fees.
(b) The Company and Buyer shall each, respectively, will use their its commercially reasonable efforts to promptly obtain furnish to the other all information required for any clearance required under the HSR Act and application or other filing to be made pursuant to any Other Antitrust Laws for the consummation of applicable Law in connection with the Transactions and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity Authority regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entitythe Transactions. No party shall Party will independently participate in any scheduled meeting or discussion teleconference with any Governmental Entity Authority in respect of any such filings, applicationsfiling, investigation or other inquiry without giving the other party Party prior notice of the meeting and, to the extent permitted by the relevant such Governmental EntityAuthority, the opportunity to attend and participate in such meeting.
(whichb) Without limiting the generality or effect of Section 6.2(a) or 6.3, at each of Buyer and the request Company will use its respective commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Antitrust Law and take such action as may be required to cause the expiration of the waiting periods under the Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Agreement. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Transactions (or any portion thereof) as in violation of any Antitrust Law, each of Buyer and the Company will cooperate and use its commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the partiesTransactions unless Buyer and the Company mutually agree that litigation is not in their respective best interests. In connection with and without limiting the foregoing, shall each of Buyer and the Company will take promptly any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be limited asserted by any Governmental Authority, so as to outside antitrust counsel only)enable the Parties to close the Transactions as promptly as possible.
(c) Buyer will be solely responsible for and pay all filing fees payable to Governmental Authorities under any Antitrust Law.
Appears in 1 contract
Antitrust Approvals. (a) The Company and Buyer shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the Agreement Date, fileEach Party agrees to use commercially reasonable efforts to take, or cause to be filedtaken, with all actions and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement, the Plan and the other Transaction Agreements, including (i) if applicable, filing, or causing to be filed, the Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith filings (or, if required by any Antitrust Authority, any drafts thereof) under any other Antitrust Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable (and with respect to any filings required pursuant to the HSR Act, which forms shall specifically request early termination no later than fifteen (15) Business Days following the later of (x) the waiting period prescribed date hereof or (y) a date reasonably determined by the HSR Act, Required Backstop Parties (not to be later than twenty-five (25) Business Days following the date hereof)) and (ii) promptly furnishing any other documents or information reasonably requested by any Antitrust Authority. The Company agrees to pay all filing fees of a Governmental Entity, Unit incurred by any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request Party in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local counsel feesother actions contemplated by this Section 6.10(a).
(b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts each Backstop Party subject to promptly obtain any clearance required under an obligation pursuant to the HSR Act and any Other Antitrust Laws for to notify any transaction contemplated by this Agreement, the consummation Plan or the other Transaction Agreements that has notified the Company in writing of the Transactions and shall keep such obligation (each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Backstop Party, or any of their respective Affiliates, shall be obligated a “Filing Party”) agree to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to reasonably cooperate with each other as to the appropriate time of filing such notification and use commercially reasonable efforts its content. The Company and each Filing Party shall, to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking extent permitted by applicable Law: (i) to promptly inform the notify each other party’s counsel of any oral communication withof, and provide if in writing, furnish each other with copies of written (or, in the case of material oral communications, advise each other orally of) any material communications with, any Governmental Entity regarding any such filings from or applications or any such transaction, and with an Antitrust Authority; (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently not participate in any meeting or discussion with any Governmental Entity an Antitrust Authority unless it consults with each other Filing Party and the Company, as applicable, in respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting advance and, to the extent permitted by the relevant Governmental EntityAntitrust Authority and applicable Law, give each other Filing Party and the Company, as applicable, a reasonable opportunity to attend and participate thereat; (whichiii) furnish each other Filing Party and the Company, as applicable, with copies of all material correspondence and communications between such Filing Party or the Company and the Antitrust Authority; (iv) furnish each other Filing Party with such necessary information and reasonable assistance as may be reasonably necessary in connection with the preparation of necessary filings or submission of information to the Antitrust Authority; and (v) not withdraw its filing, if any, under the HSR Act without the prior written consent of the Required Backstop Parties and the Company.
(c) Should a Filing Party be subject to an obligation under the Antitrust Laws to jointly notify with one or more other Filing Parties (each, a “Joint Filing Party”) any transaction contemplated by this Agreement, the Plan or the other Transaction Agreements, such Joint Filing Party shall promptly notify each other Joint Filing Party of, and if in writing, furnish each other Joint Filing Party with copies of (or, in the case of material oral communications, advise each other Joint Filing Party orally of) any communications from or with an Antitrust Authority.
(d) The Company and each Filing Party shall use their commercially reasonable efforts to obtain all authorizations, approvals, consents, or clearances under any applicable Antitrust Laws or to cause the termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated by this Agreement at the request earliest possible date after the date of any filing. The communications contemplated by this Section 6.10 may be made by the Company or a Filing Party on an outside counsel-only basis or subject to other agreed upon confidentiality safeguards in the event that they contain commercially sensitive information of the partiesCompany or a Filing Party. The obligations in this Section 6.10 shall not apply to filings, shall be limited correspondence, communications or meetings with Antitrust Authorities unrelated to outside antitrust counsel only)the transactions contemplated by this Agreement, the Plan or the other Transaction Agreements.
Appears in 1 contract
Sources: Restructuring Support Agreement (Chesapeake Energy Corp)
Antitrust Approvals. (a) The Company Seller and Buyer shall, (i) as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten five (105) Business Days following the Agreement Dateexecution and delivery of this Agreement, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, Act and (ii) as promptly as practicable, file any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions transactions contemplated hereby pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto Parties shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties Buyer shall promptly comply with any requests be responsible for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local the Parties shall be responsible for their respective counsel fees.
(b) The Company Seller and Buyer shall each, respectively, use their respective commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions transactions contemplated by this Agreement and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request. In furtherance of the foregoing, including providing additional information. The Buyer agrees to promptly take, and to use commercially reasonable efforts to cause its Affiliates to take, any and all steps reasonably necessary to obtain any clearance required under the HSR Act and any Other Antitrust Laws as to enable the Parties agree to expeditiously close the transactions contemplated by this Agreement; provided, however, that nothing herein notwithstanding any other provision in this Agreement, Buyer shall require have no obligation to accept any party remedy measures proposed or imposed by any Governmental Entity as a condition to consummation of the transactions contemplated by this Agreement, in each case that would (i) to dispose reasonably be expected to, individually or in the aggregate, have a material adverse impact on the business of the Buyer, its Affiliates and the Acquired Companies, taken as a whole, from and after the Closing (including a hold separate requirement) or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Partyrequire divestitures of any business, legal entity or any assets of their respective Affiliatesthe Buyer, its Affiliates or the Acquired Companies. Buyer and its Affiliates shall be obligated to promptly contest, administratively or in court, any ruling, order LEGAL_US_E # 161486834.17 or other action of any Governmental Entity or any other Person respecting the Transactionstransactions contemplated by this Agreement.
(c) Each of the parties hereto Parties agrees to instruct their respective counsel to cooperate with each the other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other partyParty’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party Party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party Party prior written notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the partiesParties, shall be limited to outside antitrust counsel onlyonly with respect to any HSR Act and/or Other Antitrust Law filings).
Appears in 1 contract
Sources: Stock Purchase Agreement (Sensata Technologies Holding PLC)
Antitrust Approvals. If any notifications, filings or approvals are required to be obtained under any law that is designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (aan “Antitrust Law”) The Company that are applicable to the conversion of the Notes pursuant to and Buyer shallin accordance with Section 3, as promptly as practicable and before then, prior to the expiration consummation of any relevant legal deadlineQualified IPO, but in no event later than ten (10) Business Days following Qualified Direct Listing or SPAC Transaction, each of the Agreement Date, fileIssuer and the Holder shall use commercially reasonable efforts to take, or cause to be filedtaken, with (i) the United States Federal Trade Commission (the “FTC”) all actions and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnishdo, or cause to be furnisheddone, all things necessary or desirable under any applicable laws to make such notifications or filings and to obtain such approvals as promptly as reasonably practicable. In such event, each other’s counsel such necessary information of the Issuer and reasonable assistance as the Holder shall cooperate with the other may request party’s legal advisors in connection with its the preparation and filing of any filing documentation, notifications, filings, registrations, submissions and other materials required or submission that is necessary under the HSR Act any applicable Antitrust Law and providing, within a reasonable time, all documents and information necessary to prepare and make any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all such filing fees payable in connection with such filings and any local counsel fees.
(b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts prior to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of any Qualified IPO, Qualified Direct Listing or SPAC Transaction. Issuer and Holder shall timely provide all information, documents and statements required by the Transactions applicable governmental authorities for the analysis of any such filing. All filings made pursuant to any applicable Antitrust Laws shall be made in substantial compliance with the requirements of such Antitrust Laws and shall keep each any other apprised applicable Laws. Each of the status Issuer and the Holder shall use its reasonable best efforts to cause any required filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of any communications with1976, as amended, and the rules and regulations promulgated thereunder, and any inquiries other applicable Antitrust Laws to be considered for grant of “early termination” or requests for additional information from, any Governmental Entity the equivalent thereof. Issuer and Holder shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other in connection with the foregoing and use commercially reasonable efforts to facilitate and expedite the identification and resolution of in connection with resolving any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the parties, shall be limited to outside antitrust counsel only)governmental authority under any applicable Antitrust Law.
Appears in 1 contract
Sources: Senior Unsecured Convertible Note Purchase Agreement (Poshmark, Inc.)
Antitrust Approvals. (a) The Company and Buyer shall, Parent shall as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the Agreement Dateexecution and delivery of this Agreement, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision of this Agreement, Buyer Parent and the Company (as a Transaction Expense) shall each be equally responsible, and shall each pay fifty percent (responsible for 50%) % of all filing fees payable in connection with such filings and for any local counsel fees.
(b) The Company and Buyer Parent shall each(and to the extent applicable, respectively, shall cause their respective Subsidiaries to) use their commercially respective reasonable best efforts to obtain or take, as applicable, or cause to be obtained or taken, as applicable, as promptly obtain as practicable but, in any clearance required event, no later than the Outside Date: (i) all necessary approvals under the HSR Act and any Other other Antitrust Laws for required in connection with this Agreement and the Transactions and (ii) all necessary actions or nonactions, waivers, consents, registrations, filings, approvals and authorizations from Governmental Entities, including all steps as may be necessary to avoid an Action by any Governmental Entity, including using reasonable best efforts in the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Neither the Company and its Affiliates nor any of their respective Affiliates shall be obligated to grant any consideration, or pay any fee or other similar payment, to any third Person from whom consent or approval is required or requested from or by such third Person in connection with the consummation of the Transactions in order to obtain any such consent or approval. Parent shall not, and shall keep each other apprised not permit any of its Affiliates to, acquire or agree to acquire by way of arrangement, amalgamation, merger or consolidation with, or by purchasing a substantial portion of the status assets of or equity in, or by any communications with, and any inquiries or requests for additional information fromother manner, any Governmental Entity and shall comply promptly with any such inquiry Person or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Partythereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to or the consummation of their respective Affiliatessuch acquisition, shall arrangement, amalgamation, merger or consolidation would reasonably be obligated expected to contest(A) impose any delay in the obtaining of, administratively or in courtsignificantly increase the risk of not obtaining, any rulingauthorizations, order consents, orders, declarations or other action approvals of any Governmental Entity necessary to consummate the Transactions or the expiration or termination of any other Person respecting applicable waiting period, (B) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Transactions or (C) delay the consummation of the Transactions.
(c) Upon the terms and subject to the conditions herein provided and subject to the parties’ (and, to the extent applicable, their respective Subsidiaries’) obligations under applicable Law, none of the parties hereto shall (and such parties shall cause, to the extent applicable, their respective Affiliates not to) knowingly take, or cause to be taken, any action that would reasonably be expected to materially delay or prevent the satisfaction by the Outside Date of any condition set forth in Article VIII.
(d) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each the other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s parties’ counsel of any substantive oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in any substantive meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party parties prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the parties, shall be limited to outside antitrust counsel only).
(e) A party shall not extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity to not consummate the Transactions, except upon the prior written consent of the other parties hereto, such consent not to be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Antitrust Approvals. (a) The Company Purchaser and Buyer shall, Sellers will (i) make or cause to be made all filings required of each of them or any of their respective Affiliates under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and before the expiration of and, in any relevant legal deadlineevent, but in no event later than ten (10) within 10 Business Days following after the Agreement Dateentry of the Bidding Procedure Order in the case of all filings required under the HSR Act and within four weeks in the case of all other filings required by other Antitrust Laws, file(ii) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents or cause to be filed, with (i) the United States other materials received by each of them or any of their respective subsidiaries from Federal Trade Commission (the “FTC”) and ), the Antitrust Division of the United States Department of Justice (the “DOJAntitrust Division”) the notification and report form required for the Transactions and the Ancillary Documents and or any supplemental information requested other Governmental Body in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination respect of the waiting period prescribed by the HSR Actsuch filings or such transactions, and (iiiii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local counsel fees.
(b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding in connection with any such filings or applications or any such transaction, and filing (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting andincluding, to the extent permitted by applicable Law and subject to reasonable confidentiality considerations, providing copies of all such documents to the relevant Governmental Entitynon-filing parties prior to filing and considering all reasonable additions, the opportunity to attend deletions or changes suggested in connection therewith) and participate (which, at the request in connection with resolving any investigation or other inquiry of any of the partiesFTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Subject to applicable Law, the Parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto relating to proceedings under the HSR Act or other Antitrust Laws. Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.16 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).
(b) Each of Purchaser and Sellers will use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign treaties, statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”). In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement is in violation of any Antitrust Law, each of Purchaser and Sellers will cooperate and use its commercially reasonable efforts to contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent (“Antitrust Order”), that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless, by mutual agreement, Purchaser and Sellers decide that litigation is not in their respective best interests. Each of Purchaser and Sellers will use its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice or waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement.
(c) Notwithstanding anything to the contrary with respect to any actions, non-actions, clearances, waivers, consents, approvals or Permits from any Governmental Body with respect to any Antitrust Laws that are required to be obtained in connection with this Agreement, Purchaser and its Affiliates shall not be required to, and the Sellers shall not, without the prior written consent of Purchaser (which may be withheld in Purchaser’s sole discretion), (i) enter into any hold separate order, (ii) sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate, before or after the Closing Date, any of their respective assets, licenses, operations, rights, businesses or interests therein (or agree to take or consent to any of the foregoing actions) or (iii) agree to any changes or restrictions on, or other impairment of, the ability of Purchaser, the Sellers or any of their Affiliates to own or operate any of their respective assets, licenses, operations, rights, product lines, businesses or interests therein (collectively, the “Antitrust Condition”).
(d) Purchaser shall be limited to outside antitrust counsel only)responsible for the payment of the applicable filing fees under the HSR Act and all other Antitrust laws.
Appears in 1 contract
Sources: Asset Purchase Agreement (Orchard Supply Hardware Stores Corp)
Antitrust Approvals. (a) The Each of Buyer and the Company and Buyer shall, will (i) make or cause to be made all filings required of it or its Affiliates under the Antitrust Laws with respect to the Transactions as promptly as practicable and before the expiration of and, in any relevant legal deadlineevent, but in no event later than ten (10) Business Days following the Agreement Date, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form any required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith filings pursuant to the HSR Act, which forms shall specifically request early termination of Act within five Business Days from the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision date of this Agreement, (ii) comply at the earliest practicable date with any request under the Antitrust Laws for additional information, documents or other materials received by it or its Affiliates from any Governmental Authority in respect of such filings or the Transactions, and (iii) cooperate with the other Party in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under any Antitrust Law with respect to any such filing or the Transactions. Each of Buyer and the Company shall each will use its reasonable best efforts to furnish to the other Party all information required for any application or other filing to be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable made pursuant to any applicable Law in connection with such filings and any local counsel fees.
(b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel Party of any oral communication with, and provide copies of written communications with, any Governmental Entity Authority regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entitythe Transactions. No party shall Party will independently participate in any scheduled meeting or discussion teleconference with any Governmental Entity Authority in respect of any such filings, applicationsfiling, investigation or other inquiry without giving the other party Parties hereto prior notice of the meeting and, to the extent permitted by the relevant such Governmental EntityAuthority, the opportunity to attend and participate (which, at in such meeting. Without limiting the request of foregoing or any of the partiesother provisions of this Section 5.3, shall the parties agree to cooperate to devise the strategy for filings, notifications, submissions and communications with or to any Governmental Authority under any Antitrust Laws.
(b) Each of Buyer and the Company will use its respective reasonable best efforts to resolve such objections, if any, as may be limited asserted by any Governmental Authority with respect to outside antitrust counsel onlythe Transactions under any Antitrust Law and use its respective reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Agreement. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Transactions (or any portion thereof) as in violation of any Antitrust Law, each of Buyer and the Company will cooperate and use its respective reasonable best efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions unless Buyer and the Company mutually decide that litigation is not in their respective best interests. In connection with and without limiting the foregoing, each of Buyer and the Company will use their reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority so as to enable the Parties to close the Transactions as expeditiously as possible and in any event prior to the Termination Date, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Buyer or its Affiliates (including, following the Closing, the Company and its Subsidiaries), (ii) terminating existing relationships, contractual rights or obligations of Buyer or its Affiliates (including, following the Closing, the Company and its Subsidiaries), (iii) terminating any venture or other arrangement of Buyer or its Affiliates (including, following the Closing, the Company and its Subsidiaries), and (iv) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s or its Affiliates’ (including, following the Closing, the Company’s and its Subsidiaries’) freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines, intellectual property or assets of Buyer and its Affiliates (including, following the Closing, the Company and its Subsidiaries), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the Transactions, except that, notwithstanding anything to the contrary contained herein, the Company and its Subsidiaries will only be obligated to take any of the actions described in clauses (i) through (iv) of this Section 5.3(b) if such action is conditional or contingent on the Closing occurring in accordance with the terms of this Agreement and does not constitute a Material Adverse Effect on either the Company or the Buyer or the combined business of the Buyer and the Company.
(c) Buyer will pay all filing fees payable to Governmental Authorities under any Antitrust Law.
Appears in 1 contract
Antitrust Approvals. (a) The Each of the Sellers and the Company and Buyer shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the Agreement Date, filewill use its commercially reasonable efforts to take, or cause to be filedtaken, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Actall actions, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnishdo, or cause to be furnisheddone, and assist and cooperate with the Purchaser in doing all things necessary, proper or advisable (subject to applicable law) to satisfy or cause to be satisfied all of the conditions precedent set forth in Article VIII and Article IX and to consummate the transactions contemplated by this Agreement. Sellers and Purchaser will make all filings required of each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing them or submission that is necessary their respective Affiliates under the HSR Act and as promptly as practicable and, in any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision event, within ten Business Days after execution of this Agreement. In furtherance and not in limitation of the foregoing, Buyer each of the Sellers and the Company shall each be equally responsiblewill use its commercially reasonable efforts to comply promptly with any Antitrust Information or Document Requests. None of the Sellers or the Company will offer or agree to any consent decree, and shall each pay fifty percent (50%) settlement, remedy, undertaking, commitment, action or agreement in respect of all filing fees payable in connection with such filings and any local counsel feesantitrust approval of the transactions contemplated hereby without the prior written consent of the Purchaser.
(b) The Company and Buyer shall each, respectively, Purchaser will use their its commercially reasonable efforts to promptly obtain any clearance take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto and the Company in doing, all things necessary, proper or advisable (subject to applicable Law) to satisfy or cause to be satisfied all of the conditions precedent as set forth in Article VIII and Article IX and to consummate and make effective the transactions contemplated by this Agreement. The Purchaser will make all filings required of it or its Affiliates under the HSR Act as promptly as practicable and, in any event, within ten Business Days after execution of this Agreement. In furtherance and any Other Antitrust Laws for the consummation not in limitation of the Transactions foregoing, the Purchaser will use its commercially reasonable efforts to (i) prepare and shall keep each file all filings, notices, notifications, petitions, requests, statements, registrations and updates to registrations, submissions of information, applications and other apprised of documents with Governmental Authorities necessary or advisable to consummate the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall transactions contemplated by this Agreement; (ii) comply promptly with any such inquiry Antitrust Information or requestDocument Request concerning the transactions contemplated by this Agreement, including providing additional information. The Parties agree that nothing herein shall require participating in meetings with officials of any party Governmental Authority during the course of its review of the transactions contemplated hereby; (iiii) support the Sellers and the Company in their response to dispose of or make requests for information from any change in any portion of their businesses or to incur any other burden (financial or otherwise) Governmental Authority in connection with consummating its investigation of the Closing, transactions contemplated hereby; and (iiiv) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or otherwise assist in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each facilitating antitrust approval of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable datestransactions contemplated by this Agreement. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting and, to To the extent permitted by the relevant Governmental EntityAuthority, the opportunity Company, the Sellers and the Purchaser will (A) allow each other (including outside counsel) to attend and participate in all meetings, discussions and other communications with all Governmental Authorities in connection with the review of the transactions contemplated by this Agreement, (whichB) promptly and fully inform each other of any written or material oral communication received from or given to any Governmental Authority by any of them or any of their respective Affiliates relating to the transactions contemplated herein, at and provide each other with copies of any such written communication, (C) permit each other to review in advance, to the request extent practicable, with reasonable time and opportunity to comment and consider in good faith their views with respect thereto, any proposed submission, correspondence or other communication by any of them to any Governmental Authority relating to the transactions contemplated herein, and (D) provide reasonable prior notice to and, to the extent practicable, consult with each other in advance of any meeting, material conference or material discussion with any Governmental Authority relating to the transactions contemplated herein (and allow the others to attend and participate in such meeting, conference or discussion). The Company, the Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section as ‘outside counsel only.’ Such materials and the information contained herein will be given only to outside legal counsel of the recipient, unless express written permission is obtained in advance from the source of the materials (the Company, the Sellers or the Purchaser, as the case may be). If reasonably requested by any other party and if permitted to do so by the relevant Governmental Authority, the Company, the Sellers or the Purchaser will, upon reasonable notice, cause a Representative thereof to attend any one or more meetings, either by phone or in person, before a Governmental Authority in support of approval of the transactions contemplated by this Agreement. Each of the Company, the Purchaser and the Sellers will use its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. The Purchaser will use its commercially reasonable efforts to propose, negotiate, commit to and effect any consent decree, settlement, remedy, undertaking, commitment, action or agreement, including any amendment or other revision to this Agreement (each, a “Remedial Action”), as may be required in connection with a Governmental Authority’s review of the transactions contemplated hereby; provided that any such Remedial Action (1) is conditioned on the consummation of the transactions contemplated by this Agreement and (2) does not, individually or in the aggregate, have a material adverse effect on the Purchaser as measured against the business of the Purchaser (taken as a whole). Notwithstanding anything to the contrary contained in this Section 6.14 or elsewhere in this Agreement, the Purchaser will not have any obligation under this Agreement to take any Remedial Actions, including any of the partiesfollowing Remedial Actions if the Purchaser, shall be limited in good faith, reasonably expects such action to outside antitrust counsel onlyhave more than a de minimis adverse effect on the business or interests of the Purchaser or the Company: (x) to sell, dispose of or transfer or cause any of its subsidiaries to sell, dispose of or transfer any assets; (y) to discontinue or cause any of its subsidiaries to discontinue offering any product or service; or (z) to hold separate or cause any of its subsidiaries to hold separate any assets or operations (either before or after the Closing Date).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Medassets Inc)
Antitrust Approvals. (a) The Company If any notifications, filings or approvals are required to be obtained under any Antitrust Laws that are applicable to the conversion of the Notes pursuant to and Buyer shallin accordance with Section 2.5.2 or Section 2.5.3, as promptly as practicable then each of Eargo and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the Agreement Date, fileapplicable Noteholders shall use commercially reasonable efforts to take, or cause to be filedtaken, with (i) the United States Federal Trade Commission (the “FTC”) all actions and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnishdo, or cause to be furnisheddone, all things necessary or desirable under any applicable Laws to make such notifications or filings and to obtain such approvals as promptly as reasonably practicable. In such event, each other’s counsel such necessary information of Eargo and reasonable assistance as the applicable Noteholders shall cooperate with the other may request party’s legal advisors in connection with its the preparation and filing of any filing documentation, notifications, filings, registrations, submissions and other materials required or submission that is necessary under any applicable Antitrust Law and providing, within a reasonable time, all documents and information necessary to prepare and make any such filing. Eargo and the HSR Act applicable Noteholders shall timely provide all information, documents and statements required by the applicable Governmental Authorities for the analysis of any such filing. All filings made pursuant to any applicable Antitrust Laws shall be made in substantial compliance with the requirements of such Antitrust Laws and any Other Antitrust other applicable Laws. To the extent available, each of Eargo and the Parties applicable Noteholders shall promptly comply with use its reasonable best efforts to cause any requests for additional information. Notwithstanding any other provision required filings under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of this Agreement1976, Buyer as amended, and the Company shall each be equally responsible, rules and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local counsel fees.
(b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions and shall keep each other apprised of the status of any communications withregulations promulgated thereunder, and any inquiries other applicable Antitrust Laws to be considered for grant of “early termination” or requests for additional information from, any Governmental Entity the equivalent thereof. Eargo and the applicable Noteholders shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other in connection with the foregoing and use commercially reasonable efforts to facilitate and expedite the identification and resolution of in connection with resolving any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any Governmental Authority under any applicable Antitrust Law. The parties acknowledge and agree that no conversion of Notes into Common Stock will be consummated until any waiting period prescribed under the parties▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, shall be limited to outside antitrust counsel only)as amended, or any other applicable Antitrust Law has elapsed.
Appears in 1 contract
Antitrust Approvals. (a) The Company Each of Buyer and Buyer shall, Seller will (i) make or cause to be made all filings required of it or its Affiliates under the Antitrust Laws with respect to the Transactions as promptly as practicable and before the expiration of and, in any relevant legal deadlineevent, but in no event later than within ten (10) Business Days following from the Agreement Date, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision date of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local counsel fees.
(b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws comply at the earliest practicable datesdate with any request under the Antitrust Laws for additional information, documents or other materials received by it or its Affiliates from any Governmental Authority in respect of such filings or the Transactions, and (iii) reasonably cooperate with the other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under any Antitrust Law with respect to any such filing or the Transactions. Such commercially Each of Buyer and Seller will use its reasonable best efforts to furnish to the other all information required for any application or other filing required to be made pursuant to any applicable Law in connection with the Transactions and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and and, subject to applicable Law, provide copies of written communications with, any Governmental Entity Authority regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entitythe Transactions. No party shall hereto will independently participate in any scheduled meeting or discussion teleconference with any Governmental Entity Authority in respect of any such filings, applicationsfiling, investigation or other inquiry without giving the other party hereto, to the extent reasonably practicable, prior notice of the meeting and, to the extent permitted by the relevant such Governmental EntityAuthority, the opportunity to attend and participate in such meeting.
(whichb) Without limiting the generality or effect of Section 5.2(a) or 5.3, at each of Buyer and Seller will use its respective reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the request Transactions under any Antitrust Law and take such action as may be required to cause the expiration of the waiting periods under the Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Agreement; provided, however, in no event shall either Buyer or Seller seek early termination of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging the Transactions (or any portion thereof) as in violation of any Antitrust Law, each of Buyer and Seller will cooperate and use its reasonable best efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the partiesTransactions unless Buyer and Seller mutually agree that litigation is not in their respective best interests. In connection with and without limiting the foregoing, shall Buyer and Seller will take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be limited asserted by any Governmental Authority, so as to outside antitrust counsel only)enable the parties hereto to close the Transactions as promptly as possible, including, in the case of Buyer, agreeing to, and thereafter using its best efforts to cause to be implemented in accordance with their terms, such divestiture, hold-separate or other orders or remedies as any Governmental Authority may require to permit the Transactions to be consummated as promptly as possible and in any event prior to the Termination Date.
(c) Buyer will be solely responsible for and pay all filing fees payable to Governmental Authorities under any Antitrust Law.
Appears in 1 contract
Antitrust Approvals. (a) The Company Seller and Buyer shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten five (105) Business Days following the Agreement Dateexecution and delivery of this Agreement, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions transactions contemplated by this Agreement and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, Act and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions transactions contemplated hereby pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Each of Seller and the Parties Buyer shall promptly comply with any requests be responsible for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) % of all filing fees payable in connection with such filings and for 50% of any local counsel feesfees in connection with such filings.
(b) The Company Seller and Buyer shall each, respectively, use their commercially reasonable respective best efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions transactions contemplated by this Agreement and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply respond as promptly with as practicable to any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, with any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the parties, shall be limited to outside antitrust counsel only).
Appears in 1 contract
Antitrust Approvals. (aA) The Company and Buyer shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the Agreement Date, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in In connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision of transactions contemplated by this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local counsel fees.
(b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted required, shall cause its Affiliates to), as soon as practicable, make any domestic or foreign antitrust filings with the appropriate governmental authorities as may be required under any applicable law. The Company shall use reasonable efforts to substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Antitrust Authorities relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby.
(B) In connection with the transactions contemplated by this Agreement, Parent shall (and, to the extent required, shall cause its Affiliates to), as soon as practicable, make any domestic or foreign antitrust filings with the appropriate governmental authorities as may be required under any applicable law. Parent shall substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Antitrust Authorities relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby.
(C) Each of Parent and the Company shall exercise its commercially reasonable efforts to (I) obtain termination or expiration of any waiting period under applicable antitrust or competition laws and such other approvals, consents and clearances as may be necessary, proper or advisable under any applicable antitrust or competition laws and (II) prevent the entry in any action brought by an Antitrust Authority or any other Person of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement.
(D) Parent shall promptly furnish to the Company copies of any notices or written communications received by Parent or any of its Affiliates from any third party or any governmental authority with respect to the transactions contemplated by this Agreement, and Parent shall permit counsel to the Company an opportunity to review in advance, and Parent shall consider in good faith the views of such counsel in connection with, any proposed written communications by Parent and/or its Affiliates to any governmental authority concerning the transactions contemplated by this Agreement. Parent agrees to provide the Company and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Parent and/or any of its Affiliates, agents or advisors, on the one hand, and any governmental authority, on the other hand, concerning or in connection with the transactions contemplated hereby. The Company shall promptly furnish to Parent copies of any notices or written communications received by the relevant Governmental EntityCompany or any of its Affiliates from any third party or any governmental authority with respect to the transactions contemplated by this Agreement, and the Company shall permit counsel to Parent an opportunity to attend review in advance, and the Company shall consider in good faith the views of such counsel in connection with, any proposed written communications by the Company and/or its Affiliates to any governmental authority concerning the transactions contemplated by this Agreement. The Company agrees to provide Parent and its counsel the opportunity, on reasonable advance notice, to participate (whichin any substantive meetings or discussions, at either in person or by telephone, between the request of Company and/or any of its Affiliates, agents or advisors, on the partiesone hand, and any governmental authority, on the other hand, concerning or in connection with the transactions contemplated hereby.
(E) Parent shall be limited solely responsible for and pay all filing fees payable to outside antitrust counsel only)the Antitrust Authorities in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Neophotonics Corp)
Antitrust Approvals. (a) The Company Seller and Buyer shall, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten four (104) Business Days following the Agreement Dateexecution and delivery of this Agreement, file, or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) DOJ the notification and report form required pursuant to the HSR Act for the Transactions transactions contemplated by this Agreement, and the Ancillary Documents and provide as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Acttherewith, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, Act and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions transactions contemplated hereby pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. and the Parties Buyer shall promptly comply with any requests be responsible for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local counsel feesfilings.
(b) The Company Seller and Buyer shall each, respectively, use their commercially respective reasonable best efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions transactions contemplated by this Agreement and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request. Buyer agrees to promptly take any and all steps necessary to avoid or eliminate each and every impediment under any applicable Law that may be asserted by any Governmental Entity or any other party so as to enable the parties to expeditiously close the transactions contemplated by this Agreement, including providing additional information. The Parties agree that nothing herein shall require any party (i) proposing, negotiating, committing to dispose and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any of its assets, properties or make any change in any portion of their businesses or of the assets, properties or businesses to incur any other burden (financial or otherwise) in connection with consummating the Closingbe acquired by it pursuant to this Agreement as are required to be divested, and (ii) otherwise taking or committing to take actions that neither Partyafter the Closing Date would limit Buyer’s or its Affiliates’ freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of any Acquired Company, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction, in any Suit under the HSR Act or any Other Antitrust Laws, which would otherwise have the effect of their respective Affiliatespreventing or materially delaying the Closing; provided, however, that notwithstanding anything to the contrary contained in this Agreement, neither this Section 7.2 nor the “reasonable best efforts” standard shall require, or be construed to require, Buyer to take any action with respect to any assets, properties, businesses or product lines of Buyer, its Subsidiaries or the Acquired Companies that, individually or taken together with any other actions, would reasonably be expected to have a material adverse effect on the business, financial condition, assets or operations of Buyer (together with its Subsidiaries) or the Acquired Companies; and provided, further, that for purposes of determining whether an adverse effect would be material for the purposes hereof, in the case of each of Buyer (together with its Subsidiaries) or the Acquired Companies, the adverse effect shall be measured against a company of the size and scale of the Acquired Companies (taken as a whole). Buyer and its Affiliates shall be obligated to promptly contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactionstransactions contemplated by this Agreement.
(c) Each Subject to applicable Laws relating to the exchange of information, Buyer shall have the right to direct all matters (including the timing thereof) with any Governmental Entity consistent with its obligations under this Section 7.2; provided, that each of the parties hereto agrees to instruct their respective counsel to cooperate with each the other and use commercially reasonable their respective efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s counsel of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party hereto shall independently participate in any substantive meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the partiesparties hereto, shall be limited to outside antitrust counsel only).
(d) Prior to the Closing, Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or equity interests of, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by this Agreement, or (iii) materially delay the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Antitrust Approvals. (a) The Company Until the Closing, each Party will, and Buyer shallwill cause its Affiliates to, as promptly as practicable and before the expiration of any relevant legal deadlinetake all actions necessary, but in no event later than ten proper or advisable under applicable Law to (10i) Business Days following the Agreement Date, file, file or cause to be filed, with (i) the United States Federal Trade Commission (the “FTC”) filed all requisite documents and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and the Ancillary Documents and any supplemental information requested in connection therewith pursuant to with the HSR Act, which forms shall specifically request early termination of the waiting period prescribed Contemplated Transactions as required by the HSR Act, and as soon as practicable after the date of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) request early termination of any waiting periods under the HSR Act, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental EntityAuthority by any of Purchaser, any other filingsthe Company and their respective Affiliates, reports, (v) coordinate and cooperate with one another and exchange such information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel render such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any filing Order under any anti-trust Law prohibiting, preventing or submission that is necessary under restricting consummation of the HSR Act and any Other Antitrust Laws. and the Parties shall promptly comply with any requests for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings and any local counsel feesContemplated Transactions.
(b) The Company and Buyer shall each, respectively, use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Other Antitrust Laws for the consummation of the Transactions and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein shall require any party (i) to dispose of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither Party, or any of their respective Affiliates, shall be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity or any other Person respecting the Transactions.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each other and will use commercially reasonable efforts to facilitate and expedite resolve any objections asserted by any Governmental Authority under applicable anti-trust Laws with respect to the identification and resolution of Contemplated Transactions. If any issues arising under Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the HSR Act and Contemplated Transactions as violating any Other Antitrust Laws at applicable anti-trust Law, the earliest practicable dates. Such Parties will use commercially reasonable efforts and cooperation include counsel’s undertaking (i) cooperate in good faith to promptly inform contest and defend against such action or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the other party’s counsel Contemplated Transactions vacated, lifted, reversed or overturned, including by vigorously pursuing all available avenues of any oral communication withadministrative and judicial appeal and legislative actions; provided, and provide copies of written communications withhowever, any Governmental Entity regarding any such filings that nothing in this Section 5.7 shall require or applications be construed to require either Party or any such transactionof their Affiliates to take any action, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in propose or make any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation divestiture or other inquiry without giving the other party prior notice undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half of the meeting and, to cost of filing under the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the parties, shall be limited to outside antitrust counsel only)HSR Act.
Appears in 1 contract
Antitrust Approvals. (a) The Company Subject to the terms and conditions of this Agreement, Buyer, the Sellers, the Companies and their respective Subsidiaries shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Closing, as soon as practicable after the date hereof (and in any event by the Outside Date), including (i) preparing and filing or otherwise providing, in consultation with the other parties and as promptly as reasonably practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable (and in any event by the Outside Date) all waiting period expirations or terminations and consents necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Closing and (ii) taking all steps as may be necessary, subject to the limitations in this Section 8.2, to obtain all such waiting period expirations or terminations and consents. In furtherance and not in limitation of the foregoing, each of the Companies and Buyer shall, shall as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days deadline following the Agreement Dateexecution and delivery of this Agreement, file, or cause to be filed, with (i) the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions Closing pursuant to the HSR Act, and the Ancillary Documents and thereafter supply as promptly as reasonably practicable any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, and (ii) any other Governmental Entity, any other filings, reports, information and documentation required for the Transactions pursuant to any Laws relating to antitrust and competition applicable to any Acquired Company, if any (“Other Antitrust Laws”). Each of the parties hereto shall furnish, or cause to be furnished, to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other other Antitrust Laws. and the Parties Buyer shall promptly comply with any requests be responsible for additional information. Notwithstanding any other provision of this Agreement, Buyer and the Company shall each be equally responsible, and shall each pay fifty percent (50%) of all filing fees payable in connection with such filings all filings, forms, notices, registrations and any local counsel feesnotifications under the HSR Act and other Antitrust Laws.
(b) The Company Companies, the Sellers, and Buyer shall each(and to the extent applicable, respectively, shall cause their respective Subsidiaries to) use their commercially respective reasonable best efforts to obtain or take, as applicable, or cause to be obtained or taken, as applicable, as promptly obtain as practicable but, in any clearance required event, no later than the Outside Date: (i) all necessary approvals under the HSR Act and any Other other Antitrust Laws for required in connection with this Agreement and the Closing and (ii) all necessary actions or nonactions, waivers, consents, registrations, filings, approvals and authorizations from Governmental Entities, including all steps as may be necessary to avoid an Action by any Governmental Entity, including using reasonable best efforts in the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions and Closing, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; provided, however, that any such actions shall keep each other apprised be conditioned on the Closing of the status transactions contemplated under this Agreement; provided, further, that, notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.2 or any other provision of any communications with, and any inquiries or requests for additional information from, any Governmental Entity and shall comply promptly with any such inquiry or request, including providing additional information. The Parties agree that nothing herein this Agreement shall require any party (i) of Buyer or any of its Affiliates to dispose agree or otherwise be required to, take any action, including any action contemplated above, with respect to any of or make any change in any portion of their businesses or to incur any other burden (financial or otherwise) in connection with consummating the Closing, and (ii) that neither PartyBuyer’s Affiliates, or any interest therein, other than with respect to the Companies. Subject to Section 2.7, none of the Companies, the Sellers nor their respective Affiliates, Affiliates shall be obligated to contestpay any fee or other similar payment (other than customary filing fees), administratively to any Governmental Entity from whom consent or approval is required or requested from or by such Governmental Entity in courtconnection with the consummation of the Closing in order to obtain any such consent or approval (except, for the avoidance of doubt, as required pursuant to Section 2.7). Buyer shall not, and shall not permit the Sponsor to, acquire or agree to acquire by way of arrangement, amalgamation, merger or consolidation with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any rulingPerson or portion thereof, order or other action otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to or the consummation of such acquisition, arrangement, amalgamation, merger, consolidation or purchase would reasonably be expected to (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, Orders, declarations or approvals of any Governmental Entity necessary to consummate the Closing or the expiration or termination of any other Person respecting applicable waiting period, (B) materially increase the Transactionsrisk of any Governmental Entity entering an order prohibiting the consummation of the Closing or (C) materially delay the consummation of the Closing.
(c) Each of the parties hereto agrees to instruct their respective counsel to cooperate with each the other and use commercially reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other other Antitrust Laws at the earliest practicable dates. Such commercially reasonable best efforts and cooperation include counsel’s undertaking (i) to promptly inform the other party’s parties’ counsel of any substantive oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, transaction and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Entity. No party shall independently participate in any substantive meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving the other party parties prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of any of the parties, shall be limited to outside antitrust counsel only). Any materials exchanged in connection with this Section 8.2 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Companies or Buyer’s consideration of the transactions contemplated by hereby or other competitively sensitive material; provided that the parties may, as they deem advisable and necessary, designate any materials provided to the other under this Section 8.2 as “outside counsel only”.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Sun Communities Inc)