Antitrust Filings. (a) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.
Appears in 2 contracts
Sources: Merger Agreement (PTC Inc.), Merger Agreement
Antitrust Filings. (a) As promptly as is practicable The Buyer, the Securityholder Representative and the Company shall, within three (3) Business Days after receiving any request from any the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Entity for informationAuthority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, documents, or other materials in connection with the review and shall request early termination of the waiting period, if applicable, under such Antitrust FilingsLaws. From the date of such filing until the Closing Date, each of Buyer the Buyer, the Securityholder Representative and the Company shall use its reasonable best efforts to file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such request andGovernmental Authority for additional information concerning the transactions contemplated hereby, to so that the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result waiting period specified in the waiver Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of any applicable privilege and subject to appropriate confidentiality agreementsthis Agreement. The Buyer and the Company shall cooperate reasonably with the others, pay all filing fees required in connection with resolving any inquiry or investigation by any Governmental Entity relating to filing required under the Antitrust FilingsLaws. Buyer and The Buyer, the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer Securityholder Representative and the Company agree to use their reasonable best efforts to contest insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and defend the Company agree to use reasonable efforts to cooperate and oppose any Action, whether judicial or administrative, brought preliminary injunction sought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit Body preventing the consummation of the Merger or the Transactions on or before the Closing Deadlinetransactions contemplated by this Agreement.
(b) Notwithstanding anything The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the contrary other may reasonably request in this Agreementconnection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, nothing shall require filings or be construed written communications by or to require Buyer such party or any of its Affiliates, in order to obtain the consent Affiliates with or successful termination or expiration of any review of from any Governmental Entity regarding the TransactionsAuthority or staff members thereof, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to the transactions contemplated by this Agreement and any such mattersrelated or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectations.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Nordson Corp), Stock Purchase Agreement (Nordson Corp)
Antitrust Filings. (a) As The Company and the Purchaser acknowledge that one or more filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection with, and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser will promptly as notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials required in connection with the review of the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with any such request exercise and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline.
(b) Notwithstanding notwithstanding anything to the contrary in this AgreementAgreement or the Warrants, nothing Purchaser expressly acknowledges and agrees that any such exercise shall require be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will use reasonable best efforts to cooperate in promptly making or causing to be construed made all necessary applications, submissions and filings under any applicable Competition Laws in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to require Buyer the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Affiliates, in order Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For the consent or successful termination or expiration avoidance of any review of any Governmental Entity regarding the Transactionsdoubt, to (i) sell or hold separate, or agree to sell or hold separate, before or from and after the Closing DateClosing, any assets, businesses or any interests in any assets or businesses, of Buyer or any of Purchaser and its Affiliates or Permitted Transferees may require the cooperation of the Company or under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Subsidiaries Warrants held by Purchaser or its Permitted Transferee. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (provided, that if the application or filing would not have been required in connection with the applicable exercise of Warrants had the Purchaser Parties beneficially owned only Securities acquired under this Agreement (or to consent to any sale, or agreement to sell, by BuyerWarrant Shares issued upon exercise of Warrants), the Company or any Subsidiary or by any Purchaser Parties shall be responsible for 100% of their respective Affiliates of any assets or businesses, or any interests in any assets or businessessuch filing fees), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.
Appears in 2 contracts
Sources: Investment Agreement (Expedia Group, Inc.), Investment Agreement (Expedia Group, Inc.)
Antitrust Filings. (a) As promptly Each of Bayer and ▇▇▇▇▇ agrees to prepare and make or cause to be prepared and made appropriate filings pursuant to [***] and any other antitrust requirements relating to this Agreement and the transactions contemplated under this Agreement as is practicable soon as reasonably possible (i) after receiving any the Execution Date or, (ii) in case of a Conferred Procedure, after Bayer’s and ▇▇▇▇▇’ receipt of a respective request from any appropriate Governmental Entity for informationby an Antitrust Authority. Each of Bayer and Licensor agrees to cooperate in procuring the Clearance, documents, or including by furnishing to the other materials Party such necessary information and reasonable assistance as the other Party may request in connection with its preparation of any filing or submission that is necessary under antitrust requirements, and to furnish promptly to the review relevant Antitrust Authority any information requested by such in connection with such filings. Each Party shall furnish copies (subject to reasonable redactions for privilege or confidentiality concerns) of, and shall otherwise keep the other Party apprised of the status of any communications with, and any inquiries or requests for additional information from, the relevant Antitrust FilingsAuthority, each and shall comply promptly with any such inquiry or request.
(b) Each Party shall give the other Party the opportunity to review in advance and shall consider in good faith the other Party’s reasonable comments in connection with any proposed filing or communication with the relevant Antitrust Authority. Each Party shall consult with the other Party, to the extent practicable, in advance of Buyer and participating in any substantive meeting or discussion with the Company shall use its reasonable best efforts relevant Antitrust Authority with respect to comply with such request any filings, investigation or inquiry and, to the extent practicable and permitted by applicable Lawsuch Antitrust Authority, permit give the other partiesParty the opportunity to attend and participate thereat. Eidos shall not withdraw its filing under the antitrust requirements relating to this Agreement or agree to delay the Effective Date without the prior written consent of Bayer. The Parties’ legal counsel rights and obligations hereunder apply only in so far as they relate to review in advance any proposed written communication to any Governmental Entity this Agreement and to the extent that such review will not result in transactions contemplated by this Agreement.
(c) Each Party shall use reasonable efforts to obtain an early termination of the waiver of applicable waiting period under any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity Clearance required under antitrust Laws relating to the Antitrust Filingscompletion of the transactions contemplated by this Agreement. Buyer Reasonable efforts as used in this section shall not include proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the Company shall promptly inform the other sale, divestiture, disposition, licensing or sublicensing of any communication withof a Party’s or its Affiliates’ assets, and properties or businesses or of any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice rights of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline.
(b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer a Party or any of its Affiliates, or defending through litigation any claim asserted in order to obtain court by any Third Party that would restrain, prevent, or delay the consent or successful termination or expiration Effective Date.
(d) Other than the provisions of [***] which shall become effective on the Execution Date, the rights and obligations of the Parties under this Agreement shall not become effective until the Effective Date. Upon the occurrence of the Effective Date, all provisions of this Agreement shall become effective automatically without the need for further action by the Parties except as set forth in this Section 10.6; for the avoidance of doubt, Section 10.7 shall remain unaffected.
(e) In the event that Clearance from any review of any Governmental Entity regarding the Transactions, to Antitrust Authority is not obtained (i) sell or hold separate, or agree to sell or hold separate, before or within [***] after the Closing Date, any assets, businesses Execution Date or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any in case of a Conferred Procedure, within [***] after Bayer’s and Eidos’ receipt of a formal notice on the terms initiation of this Agreement, or such Conferred Procedure from the Transactionsrespective Antitrust Authority, or (iii) initiate such other date as the Parties may mutually agree, this Agreement may be terminated by either Party on written notice to the other. In the event a provision of this Agreement needs to be deleted or participate substantially revised in order to obtain Clearance, the Parties shall negotiate in good faith. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 10.6(e) shall not be available to any Party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure to receive Clearance prior to such date.
(f) Each Party shall be responsible for one half of the filing fee associated with ▇▇▇▇▇’▇ filing under [***]. Each Party shall otherwise be responsible for its fees associated with the preparation and submission of any required notification and report form to any other Antitrust Authority, and the provision of any supplemental information to any Antitrust Authority, including any legal proceeding fees incurred by such Party in connection with respect such Party’s obligations pursuant to any such mattersthis Section 10.6.
Appears in 1 contract
Sources: Exclusive License Agreement (BridgeBio Pharma, Inc.)
Antitrust Filings. (a) To the extent not already satisfied prior to the Agreement Date (in the Buyer’s sole discretion), no later than five (5) Business Days after the Agreement Date, Buyer and the Company will each make in timely fashion all filings and notifications required under the HSR Act and all other filings and notifications that Buyer deems necessary or desirable in connection with the Transactions under other applicable Antitrust Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such filings. Each party shall pay any filing fees for which it is responsible in connection with the Antitrust Filings.
(b) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and the Company shall use its commercially reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its commercially reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance Law and not in limitation any event within sixty (60) calendar days of the covenants receipt of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadlinesuch request.
(bc) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.
(d) In the event that Buyer is requested, in order to obtain the consent or successful termination or expiration of any review under any Law regarding the Transactions, to take any of the actions set forth in Section 4.5(c) or if such consent, successful termination or expiration has not been unconditionally obtained by December 31, 2014, Buyer shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the Transactions, notwithstanding this Section 4.5. If Buyer so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Company.
Appears in 1 contract
Antitrust Filings. (a) After the Agreement Date, Buyer, each Seller and the Company, as applicable, will each make in timely fashion all filings and notifications required under the HSR Act and all other filings and notifications that Buyer deems necessary or desirable in connection with the Transactions under other applicable Antitrust Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such filings. Each party shall pay any filing fees for which it is responsible in connection with the Antitrust Filings, except that, Buyer shall be solely responsible for the payment of any filing fees in connection with the filing of any Notification and Report Forms under the HSR Act.
(b) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and Buyer, the Company and each Seller, as the case may be, shall use his, her or its commercially reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel (in the case of the Sellers, the Seller Representative’s counsel) to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and Buyer, the Company and each Seller shall each cooperate reasonably with the others, others in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and Buyer, the Company and each Seller shall each promptly inform the other others (in the case of informing the Sellers, by informing the Seller Representative) of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and Buyer, the Company and each Seller shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives, and in the case of the Sellers only by or through the Seller Representative) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and Buyer, the Company hereby and each Seller agrees to use his, her or its commercially reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each Notwithstanding the foregoing, for purposes of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.55.6(b) the Seller Representative shall take all actions on behalf of each Seller, and shall give and receive all notices on behalf of each of Seller, except to the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadlineextent not permissible under applicable Law.
(bc) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) enter into any agreement or be bound by any obligation that Buyer may deem in its sole discretion to have an adverse effect on the benefits to Buyer of the Transactions, (iii) modify any of the terms of this Agreement, or the Transactions, or (iiiiv) initiate or participate in any legal proceeding with respect to any such matters.
(d) In the event that Buyer is requested, in order to obtain the consent or successful termination or expiration of any review under any Law regarding the Transactions, to take any of the actions set forth in Section 5.6(c) or if such consent, successful termination or expiration has not been obtained within ninety (90) days following the date of Buyer filing its Antitrust Filing under any applicable Antitrust Law, Buyer shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the Transactions, notwithstanding this Section 5.6. If Buyer so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Company.
Appears in 1 contract
Sources: Stock Purchase Agreement (Parametric Technology Corp)
Antitrust Filings. (a) As promptly as is practicable after receiving the Agreement Date, Parent and the Company will, and the Company will cause any request from any appropriate Governmental Entity for informationAffiliate required to make an Antitrust Filing to, documents, (i) file with the U.S. Department of Justice and the U.S. Federal Trade Commission premerger notification and report Forms under and in compliance with the HSR Act with respect to the Merger and the other Transactions and (ii) each make in timely fashion such other filings as Parent deems necessary or other materials desirable in connection with the review of Merger under applicable Antitrust Laws ((i) and (ii) collectively, (the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such filings (with respect to a non-U.S. Antitrust Filing, each of Buyer a “Foreign Antitrust Governmental Entity”). Parent and the Company shall use its reasonable best efforts furnish to comply each other all information required for any necessary filing or other application in connection with such request and, to the extent practicable Merger and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreementsTransactions. Buyer Parent and the Company shall share equally all filing fees in connection with the Antitrust Filings.
(b) The Company and Parent shall each cooperate reasonably with the others, other in connection with resolving any inquiry or investigation by the U.S. Department of Justice or the U.S. Federal Trade Commission or any Foreign Antitrust Governmental Entity relating to the their respective Antitrust Filings. Buyer The Company and the Company Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with the U.S. Department of Justice or the U.S. Federal Trade Commission or any Foreign Antitrust Governmental Entity relating to its Antitrust FilingFilings and permit the other party to review in advance any proposed written communication to any Governmental Entity. Buyer As promptly as is practicable after receiving any request from the U.S. Department of Justice or the U.S. Federal Trade Commission under the HSR Act or any Foreign Antitrust Governmental Entity for information, documents or other materials in connection with the review of the Antitrust Filings, Parent or the Company, as the case may be, shall use commercially reasonable efforts to comply with such request. The Company and the Company Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (through its counsel and/or others) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, the U.S. Department of Justice or the U.S. Federal Trade Commission or any Foreign Antitrust Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by Filings. The Company and Parent shall each furnish the other party is prudent with copies of all correspondence, filings, and communications (based upon and memoranda setting forth the advice substance thereof) drafted by or in conjunction with outside counsel between it and its Affiliate and respective representatives on the one hand and any Governmental Entity or members of legal counselsuch Governmental Entity’s staff on the other hand, concerning the review, clearance or approval of the Transactions under the HSR Act or any similar applicable Law, except to the extent prohibited by applicable Law or the instructions of such Governmental Entity.
(c) legally permissible. Each of Buyer Parent and the Company hereby covenants and agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under the HSR Act or any other applicable Antitrust Laws and/or domestic or foreign Law and to obtain the approval of the U.S. Federal Trade Commission, the U.S. Department of Justice, or any antitrust other Governmental Entity, as applicable, for the Merger and other Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline.
(bd) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or neither Parent nor any of its Affiliates, in order to obtain the consent or successful termination or expiration of Affiliates shall be under any review of any Governmental Entity regarding the Transactions, obligation to (i) sell make proposals, execute or hold separate, carry out agreements or agree submit to sell orders providing for the sale or hold separate, before other disposition or after holding separate (through the Closing Date, any assets, businesses establishment of a trust or any interests in otherwise) of any assets or businesses, of Buyer Parent or any of its Affiliates or of the Company or any of its Affiliates or the Subsidiaries holding separate of the shares of stock of the Company (or shares of stock of the Surviving Corporation or limited liability company interests of Merger LLC) or imposing or seeking to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or impose any material change in or restriction limitation on the operation by Buyer ability of Parent or any of its Affiliates of any to conduct their business or own such assets or businesses (including any assets to acquire, hold or businesses exercise full rights of ownership of the shares of stock of the Company (or any shares of stock of the SubsidiariesSurviving Corporation or limited liability company interests of Merger LLC), or (ii) modify take any action under this Section if the United States Department of Justice or the United States Federal Trade Commission, or any Governmental Entity administering any other applicable Antitrust Law, authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such mattersMerger.
Appears in 1 contract
Sources: Merger Agreement (Red Hat Inc)
Antitrust Filings. (a) As promptly as is practicable Each of Purchaser and DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) shall make or cause to be made all filings and submissions required under the HSR Act within five (5) Business Days after receiving any request from any appropriate Governmental Entity for informationthe date hereof, documents, or other materials and applicable Antitrust Laws of Germany within five (5) Business Days after the date hereof in connection with the review consummation of the Antitrust Filings, each of Buyer Transaction (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the Company equivalent, if available, with respect to any such other applicable Antitrust Laws). DI SAS shall use its reasonable best efforts deliver, or cause the delivery of all information necessary for Purchaser to comply make all filings and submissions required under the applicable Antitrust Laws of Russia as promptly as possible, but in any event within ten (10) Business Days after the date hereof. In connection with such request andthe Transaction, Purchaser and DI SAS (including, if necessary and to the extent practicable and permitted by applicable Lawtheir corporate powers, permit by causing actions of the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity Company to the extent that such review will not result in the waiver permitted by its corporate powers) shall promptly as practicable comply with any additional requests for information, including requests for production of any applicable privilege documents and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry production of witnesses for interviews or investigation depositions by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing DeadlineAuthorities.
(b) Notwithstanding anything herein to the contrary contrary, Purchaser and DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) shall cooperate in this Agreementgood faith with any Governmental Authorities and Purchaser shall, nothing and shall require or be construed to require Buyer or any cause each of its AffiliatesAffiliates to, in order use its reasonable best efforts to obtain the consent or successful termination or expiration of undertake promptly any review of any Governmental Entity regarding the Transactions, and all actions (including without limitation to (i) sell or otherwise dispose of, or hold separate, separate or agree to sell or hold separateotherwise dispose of, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, categories of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or Purchaser or their respective Affiliates, without limitation) required to enable all waiting periods under the HSR Act and any other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under the HSR Act and any other applicable Antitrust Laws asserted by any Governmental Authority, in each case, to complete the Transaction expeditiously and lawfully.
(c) Purchaser and DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) each shall diligently assist and cooperate with each other in preparing and filing any and all written communications that are to be submitted to any Governmental Authorities in connection with the Transaction and in obtaining any governmental consents, waivers, authorizations or approvals which may be required to be obtained by Purchaser or any of its Affiliates in connection with the Subsidiaries)Transaction, which assistance and cooperation shall include: (i) timely furnishing to the other Party all information concerning the other Party that counsel to the other Party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (ii) modify promptly providing the other Party with copies of all written communications to or from any Governmental Authority relating to any Antitrust Law; provided that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with contractual arrangement or applicable Law; and provided, further, that portions of the terms of this Agreement, or the Transactions, or such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (iii) initiate keeping the other Party reasonably informed of any communication received or given in connection with any proceeding by the other Party, in each case regarding the Transaction; and (iv) permitting the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Governmental Authority, in each case regarding the Transaction. Neither Purchaser or its Affiliates, on one hand, nor DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers), on the other hand, shall initiate, or agree to participate in any legal proceeding meeting, telephone call or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the Transaction, or as to any filings under the HSR Act or any other applicable Antitrust Laws, without giving the other Party reasonable prior notice of the meeting or discussion and, to the extent permitted by such mattersGovernmental Authority, the opportunity to attend and participate in such meeting, telephone call or discussion. Without prejudice to the other provisions of this Article 4(c), Purchaser shall, on behalf of the parties, control and lead all communications and strategy relating to obtaining all approvals, consents, waivers, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transaction; provided, however, that Purchaser shall consult in advance with DI SAS and in good faith take DI SAS’s views into account regarding the overall strategic direction of any such litigation or approval process, as applicable, and consult with DI SAS prior to taking any material substantive positions or submissions or entering into any negotiations concerning such approvals, as applicable. The Purchaser shall not, without the prior written consent of DI SAS, not to be unreasonably withheld taking into account the mutual intention and agreement of the Parties as set forth herein to enable all waiting periods under the HSR Act and any other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under the HSR Act and any other applicable Antitrust Laws asserted by any Governmental Authority, in each case, to complete the Transaction expeditiously and lawfully, withdraw any filing or submission made in accordance with this Article 4; provided, however, that following consultation with DI SAS, the Purchaser may withdraw and refile each such filing or submission on one occasion without obtaining the consent of DI SAS.
(d) If, Purchaser determines to hold separate, upon the consummation of the Transaction, any business, assets or subsidiary of the Company or any subsidiary in order to comply with any applicable Antitrust Law, including by agreeing to operate and manage such businesses, assets and/or subsidiary separate from the reminder of the Purchaser, DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) shall take all actions reasonably requested by the Purchaser to assist the Purchaser in (i) the identification and segregation of such business, assets or subsidiary as of the time Closing, and (ii) causing the board of directors (or other governing body) and management of the entities conducting such businesses or holding such assets to cooperate with Purchaser in effecting any matters necessary or desirable to effect and facilitate such arrangement as of the Closing.
Appears in 1 contract
Antitrust Filings. (a) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and the Company The Parties shall use its their respective reasonable best efforts to comply with such request andpromptly file or cause to be filed within [*] Days of the date hereof, all filings necessary or appropriate to the extent practicable and permitted by be obtained under applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result Antitrust Laws in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and jurisdictions as set forth on Schedule 8.1 attached hereto (collectively, the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the “Antitrust Filings. Buyer ”), shall consult and cooperate with each other in the Company preparation of such filings, and shall promptly inform the other Party of any material communication withreceived by such Party from any Governmental Authority regarding the Antitrust Filings regarding the transactions contemplated by this Agreement. Each Party shall review and discuss in advance, and consider in good faith the views of the other Party in connection with any proposed understanding, agreement, written or undertaking material oral communication with any Governmental Entity relating to its Antitrust FilingAuthority. Buyer and the Company Neither Party shall give participate in any meeting with any Governmental Authority unless it first consults with the other reasonable advance notice ofParty in advance, and to the extent permitted by the Governmental Authority, gives that Party the opportunity to participate in be present thereat. Neither Party shall agree to any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration voluntary extension of any statutory deadline or waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant period or to any applicable Antitrust Law. In furtherance and not in limitation voluntary delay of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or transactions contemplated by this Agreement at the Transactions on or before behest of any Governmental Authority without the Closing Deadlineprior written consent of the other Party. Each of the Parties shall be responsible for its own filing fees required to be paid in connection with any Antitrust Filing.
(b) Notwithstanding anything The Parties’ obligations under this Section 8.1 to the contrary in this Agreementuse reasonable best efforts shall include, nothing shall require as applicable, defending any judicial or administrative action or similar proceeding instituted (or threatened to be construed instituted) by any Person under any Antitrust Law or seeking to require Buyer have any stay, restraining order, injunction or any of its Affiliates, in similar order to obtain the consent or successful termination or expiration of any review of entered by any Governmental Entity regarding the TransactionsAuthority vacated, to (i) sell lifted, reversed or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.overturned. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Appears in 1 contract
Sources: Master Restructuring Agreement
Antitrust Filings. (a) Parent and the Company will each make, or cause its Affiliates to make, in timely fashion all filings required under the HSR Act and such other filings as Parent deems necessary or desirable in connection with the Merger under other applicable antitrust or competition Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such filings. The Company and Parent shall each pay any filing fees for which it is responsible in connection with the Antitrust Filings.
(b) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and Parent or the Company Company, as the case may be, shall use its commercially reasonable best efforts to comply with such request and, to the extent practicable request. The Company and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company Parent shall each cooperate reasonably with the others, other in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer The Company and the Company Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer The Company and the Company Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing DeadlineFilings.
(bc) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require or be construed to require Buyer Parent or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the TransactionsMerger, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing DateEffective Time, any assets, businesses or any interests in any assets or businesses, of Buyer Parent or any of its Affiliates or of the Company Interim Surviving Corporation or any of the Subsidiaries Final Surviving Entity (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary Parent or by any of their respective Affiliates the Interim Surviving Corporation or the Final Surviving Entity of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates Parent of any assets or businesses (including any assets or businesses of the Company Interim Surviving Corporation or any of the SubsidiariesFinal Surviving Entity), (ii) enter into any contract or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the Merger, (iii) modify any of the terms of this AgreementAgreement or the Merger, or the Transactionstransactions contemplated hereby or thereby, or (iiiiv) initiate or participate in any legal proceeding with respect to any such matters.
(d) In the event that Parent is required, in order to obtain the consent or successful termination of any review under any Law regarding the Merger, to take any of the actions set forth in Section 6.5(c) or if such consent or successful termination has not been obtained within 90 days following the date of Parent filing its Antitrust Filing under any applicable antitrust or anti-competition Law, Parent shall have the right to abandon its efforts to obtain approval under such antitrust or anti-competition Law of the Merger, notwithstanding this Section 6.5. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Company.
Appears in 1 contract
Antitrust Filings. (ai) As promptly Each of Purchaser and the Company shall use their respective reasonable best efforts to (A) make or cause to be made all filings required to be made by them or any of their respective Affiliates under Antitrust Laws with respect to the Transactions as is soon as reasonably practicable, (B) comply as soon as reasonably practicable after receiving with any request from any appropriate Governmental Entity under Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the Federal Trade Commission (“FTC”), the Department of Justice or any other Governmental Entity in respect of such filings, and (C) cooperate with each other in connection with any such filing (including, to the extent appropriate and permitted by Applicable Law, providing copies of all such filings to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Department of Justice or other Governmental Entity under any Antitrust Laws with respect to any such filing. Each Party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Antitrust Law in connection with the review Transactions. Neither Purchaser nor the Company shall agree to any extension of a waiting period or comparable period under any Antitrust Laws or enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of the Antitrust Filingsother Parties.
(ii) Subject to Applicable Laws, each of Buyer the Company and Purchaser shall promptly inform the other Parties of any substantive oral communication with, and provide copies of substantive written communications from, any Governmental Entity regarding any filings made pursuant to Section 7.3(c)(i) and permit outside counsel for the other Party to review in advance any proposed substantive correspondence or communication by such Party to any such Governmental Entity regarding any filings made pursuant to Section 7.3(c)(i). Neither the Company nor Purchaser shall independently participate in any substantive meeting, conference call or other substantive communication with any Governmental Entity in respect of any such filings without giving the other Parties prior notice of the meeting and, to the extent appropriate and permitted by such Governmental Entity, the opportunity to attend and participate. Subject to Applicable Laws, the Parties 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 relating to Actions regarding antitrust and competition matters. The Company and Purchaser may, as they deem advisable and necessary, reasonably designate any competitively sensitive or proprietary business material provided to the other such Parties under this Section 7.3(c) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient (or, in the event the recipient is the Company, the outside legal counsel of Existing Equityholders) and will not be disclosed by such outside counsel to employees, officers, managers, or directors of the recipient, unless express written permission is obtained in advance from the disclosing Party. Notwithstanding anything to the contrary contained in this Section 7.3(c), materials provided pursuant to this Section 7.3(c) may be redacted to remove references concerning the valuation of the Company or as necessary to address reasonable privilege concerns.
(iii) Each of Purchaser and the Company shall use its reasonable best efforts to comply with resolve such request andobjections, to the extent practicable and permitted by applicable Lawif any, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation as may be asserted by any Governmental Entity relating with respect to the Transactions under Antitrust FilingsLaws. Buyer In connection with and without limiting the Company shall promptly inform the other of any communication withforegoing, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby Purchaser agrees to use its reasonable best efforts to secure termination take, and to cause its Affiliates to take, promptly any and all steps reasonably necessary to avoid or expiration of eliminate any waiting periods impediments under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought that may be asserted by any Governmental Entity federal, state, local and non-United States antitrust or appeal any Order challenging competition authority, that would materially delay or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit prevent the consummation of the Merger Transactions, including agreeing to, offering, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, (A) the Transactions on sale, divestiture, transfer, license, disposition, or before hold separate (through the Closing Deadline.
establishment of a trust or otherwise), of any or all of the capital stock or other equity or voting interest, assets (b) Notwithstanding anything to whether tangible or intangible), rights, properties, products or businesses of any of Purchaser or its Affiliates, or of the contrary in this Agreement, nothing shall require or be construed to require Buyer Company or any of its AffiliatesSubsidiaries; (B) the termination, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separatemodification, or agree to sell assignment of existing relationships, joint ventures, Contracts, or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, obligations of Buyer Purchaser or any of its Affiliates or of the Company or any of its Subsidiaries; (C) the Subsidiaries (or to consent to modification of any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by course of conduct regarding future operations of any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer Purchaser or any of its Affiliates of any assets Affiliates, or businesses (including any assets or businesses of the Company or any of its Subsidiaries; or (D) any other restrictions on the Subsidiaries), (ii) modify activities of any of Purchaser or any of its Affiliates or of the terms Company or any of its Subsidiaries, including the freedom of action of any of Purchaser or its Affiliates or of the Company or any of its Subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement; provided, however, that nothing in this Section 7.3 shall require Purchaser or its Affiliates to take any action that (x) would have or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Acquired Entities, taken as a whole, or (y) would materially impair the benefits that Purchaser would reasonably be expected to receive from the Transactions. Without limiting the immediately preceding sentence, Purchaser shall oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Entity that could restrain, prevent or delay any required consents applicable to the Transactions, or (iii) initiate or participate including by defending through litigation any action asserted by any Person in any legal proceeding court or before any Governmental Entity and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Governmental Entity. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Subsidiaries or Affiliates to enter into any agreement or consent decree with respect to the FTC, the Department of Justice or any such mattersother Governmental Entity that is not conditioned on the Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Franklin BSP Realty Trust, Inc.)
Antitrust Filings. Each of Newco and Merger Sub (aand their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (i) As promptly file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as is practicable after receiving required by the HSR Act within ten (10) calendar days following the execution and delivery of this Agreement, and (ii) file comparable pre-merger or post-merger notification filings, forms and submissions with any request from any appropriate foreign Governmental Entity for information, documents, or Authority that are required by the other materials applicable Antitrust Laws in connection with the review Merger. Each of the Antitrust Filings, each of Buyer Newco and the Company shall use its reasonable best efforts (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to comply with make such request andfilings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) take all action reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the extent practicable Merger as soon as practicable, and permitted by to obtain any required consents under any other Antitrust Laws applicable Lawto the Merger as soon as reasonably practicable. Each of Newco and Merger Sub (and their respective Affiliates, permit if applicable), on the one hand, and the Company, on the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the othershand, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with from any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline.
(b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity Authority regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (transactions contemplated by this Agreement in connection with such filings. If any party hereto or to consent to Affiliate thereof shall receive a request for additional information or documentary material from any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR or any other Antitrust Laws applicable to the Merger with respect to which any such mattersfilings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.
Appears in 1 contract
Sources: Merger Agreement (Entrust Inc)
Antitrust Filings. (a) As promptly as is practicable after receiving The parties shall cooperate in the timely preparation and submission of any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the necessary Antitrust Filings, and each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver early termination of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity waiting period(s) relating to the Antitrust Filings. Buyer Each of the Company and the Company Purchaser shall promptly inform supply the other with any information that may be required in order to effectuate or obtain any applicable consents in connection with all required Antitrust Filings. Except where prohibited by applicable laws, and subject to the confidentiality obligations in the Collaboration Agreement and any joint defense agreement entered into between the parties, each of the Company and the Purchaser (and their respective Affiliates), in order to comply with any applicable antitrust or competition laws and regulations or obtain any applicable consents in connection with all required Antitrust Filings, shall (A) consult with the other prior to taking a position with respect to any Antitrust Filings or applicable antitrust or competition laws and regulations, (B) to the extent reasonably required to permit appropriate coordination of efforts, permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions, and proposals before making or submitting any of the foregoing to any Governmental Authority, (C) coordinate with the other in preparing and exchanging such information, (D) promptly provide the other (and their counsel) with copies of presentations or other advocacy submissions (and a summary of any communication withoral presentations) made by such party to any Governmental Authority, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give (E) promptly provide the other reasonable (and their counsel) with advance notice of, and the an opportunity to participate in any inquiry or investigation by, or any material meeting or conference attend as an observer (whether to the extent permitted by telecommunications or in person) withthe applicable Governmental Authority), any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not Authority in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit connection with the consummation of the Merger or the Transactions on or before the Closing Deadline.
(b) Notwithstanding anything private placement pursuant to the contrary Company Participation Right. Each of the Company and the Purchaser (and their respective Affiliates) will notify the other promptly upon the receipt of (x) any comments from any Governmental Authority in connection with any Antitrust Filings made pursuant to this Agreement, nothing shall require or be construed to require Buyer or and (y) any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of request by any Governmental Entity regarding the Transactions, Authority for amendments or supplements to (i) sell or hold separateany Antitrust Filings made pursuant to, or agree for information provided to sell or hold separate, before or after the Closing Datecomply in all material respects with, any assets, businesses applicable antitrust or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matterscompetition laws and regulations.
Appears in 1 contract
Antitrust Filings. As soon as practicable, and in any event within ten (a10) As promptly Business Days following the date of this Agreement, the Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 each shall make or cause to be made all necessary filings (it being understood that in any jurisdiction where the submission of a draft prior to formal filing or notification is appropriate or advisable, only the draft initial submission or notification shall be required to be submitted within ten (10) Business Days), and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under the Exchange Act or any other federal, state or foreign Law, including filings (or draft filings or initial submissions, as is practicable after receiving applicable or advisable) required under any request from any appropriate Governmental Entity for informationapplicable Antitrust Law in the jurisdictions listed on Schedule 7.2 (collectively, documentsthe “Antitrust Filings”). The Paired Entities, or Parent, MergerCo 1 and MergerCo 2 shall cooperate and consult with each other materials in connection with the review making of all such Antitrust Filings, including by providing copies of all relevant documents to the non-filing party and its advisors prior to the filing. Except as otherwise required by Law, neither Parent nor any of the Paired Entities shall file any such document if the other party has reasonably objected to the filing of such document. The Paired Entities, Parent, MergerCo 1 and MergerCo 2 shall consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted by or on behalf of any party hereto in connection with proceedings, reviews or inquiries arising out of, relating to or resulting from such Antitrust Filings or in connection with any Antitrust Law and consider in good faith any reasonable comments such other party may have in such submissions, and not participate independently in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any such Antitrust Filings or any investigations or other inquiries relating to any applicable Antitrust Law without giving such other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate. Neither Parent nor any of the Paired Entities shall consent, and each shall cause its respective affiliates not to consent, to any voluntary extension of any statutory deadline or waiting period or to any timing agreement or other voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Each of the Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 shall promptly notify the other of the receipt of any communication with a Governmental Entity regarding the transactions contemplated hereby, or of any comments on, or any request for amendments or supplements to, any of the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation Filings by any Governmental Entity relating to or official, and each of the Antitrust Filings. Buyer Company, Hospitality, Parent, MergerCo 1 and the Company MergerCo 2 shall promptly inform supply the other with copies of any communication withall correspondence between it and each of its affiliates and Representatives, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and on the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation byone hand, or any material meeting or conference (whether by telecommunications or in person) withother governmental official, on the other hand, with respect to any Governmental Entity relating to of the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance The Company, Hospitality, Parent, MergerCo 1 and not MergerCo 2 each shall promptly obtain and furnish the other (a) the information which may be reasonably required in limitation of the covenants of order to make such Antitrust Filings and (b) any additional information which may be requested by a Governmental Entity and which the parties contained in this Section 4.5, each of the Buyer reasonably deem appropriate. Parent shall be solely responsible for and the Company agree pay all filings fees payable to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity pursuant to applicable Antitrust Law in connection with the transactions contemplated by this Agreement. Any information or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline.
(b) Notwithstanding anything materials provided to the contrary in other parties pursuant to this AgreementSection 7.2 may be provided on an “outside counsel only” basis, nothing shall require if appropriate, and that information or materials may also be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to redacted (i) sell or hold separate, or agree to sell or hold separate, before or after remove references concerning the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or valuation of the Company Paired Entities and the Paired Entities Subsidiaries or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries)other competitively sensitive materials, (ii) modify any of the terms of this Agreement, or the Transactions, or as necessary to comply with contractual arrangements and obligations and (iii) initiate as necessary to address reasonable attorney-client or participate in any legal proceeding with respect to any such mattersother privilege or confidentiality concerns.
Appears in 1 contract
Antitrust Filings. (a) Buyer and the Company will each make in timely fashion all filings and notifications required under the HSR Act (the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such filings. The Company and Buyer shall each pay any filing fees for which it is responsible in connection with the Antitrust Filings.
(b) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and or the Company Company, as the case may be, shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ party’s legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. The Company and Buyer and the Company shall each cooperate reasonably with the others, other in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. The Company and Buyer and the Company shall each promptly inform the other of any communication with, and any proposed understanding, agreementContract, or undertaking with any Governmental Entity relating to its Antitrust Filing. The Company and Buyer and the Company shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby parties hereto agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer Merger and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadlineother Transactions.
(bc) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Merger or the Transactions, to (i1) sell or hold separate, or agree to sell or hold separate, before or after the Closing DateEffective Time, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company Surviving Corporation or any of the Subsidiaries (or to consent to any sale, or agreement Contract to sell, by Buyer, by the Company or any Subsidiary Surviving Corporation or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company Surviving Corporation or any of the Subsidiaries), (ii2) enter into any Contract or consent decree or be bound by any obligation that Buyer may deem in its sole discretion to have an adverse effect on the benefits to Buyer of the Merger, (3) modify any of the terms of this AgreementAgreement or the Merger, or the Transactions, or (iii4) initiate or participate in any legal proceeding litigation with respect to any such matters.
Appears in 1 contract
Antitrust Filings. If any applicable waiting periods and approvals are required under Antitrust Laws with respect to the transactions contemplated under this Agreement, then each Party (aor its Affiliate) As promptly as is practicable after receiving will file the appropriate notices under the HSR Act or similar notices or filings under ‑110‑ Applicable Laws in any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the jurisdiction (“Antitrust Filings, each of Buyer and ”) within [***] after the Company Execution Date. The Parties shall use its reasonable best efforts to comply with such request andseek to obtain the expiration or early termination of the applicable waiting period under the HSR Act, to and will keep each other apprised of the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver status of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication communications with, and any proposed understandinginquiries or requests for additional information from, agreementthe United States’ Federal Trade Commission (“FTC”), or undertaking the Antitrust Division of the United States Department of Justice (“DOJ”) and any other Governmental Authority with which an Antitrust Filing is made and will comply promptly with any reasonable FTC, DOJ or other Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any Authority inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating request of this nature; provided that neither Party will be required to consent to the Antitrust Filings if, in the reasonable judgment divestiture or other disposition of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline.
(b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain assets (or the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (Affiliates) or to consent to any saleother structural or conduct remedy, and each Party and its Affiliates will have no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, other Governmental Authority or any Third Party with respect to the transactions contemplated by this Agreement. GSK will (i) control the strategy for obtaining any consents, approvals of, or agreement to sellregistrations, by Buyer, declarations or filings from any Governmental Authority in connection with the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), transaction and (ii) modify any coordinate the overall development of the terms of this Agreement, or positions to be taken and the Transactions, or (iii) initiate or participate regulatory actions to be requested in any legal proceeding filing or submission with a Governmental Authority in connection with the transactions contemplated hereby. [***]. Each of the Parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or submissions and will cooperate in responding to any inquiry from the FTC or DOJ and to any requests for additional information at the earliest practicable date, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to the FTC or DOJ, and supplying each other with copies of all material correspondence, filings or communications between either party and either the FTC or DOJ with respect to any this Agreement. Such information can be shared on an outside counsel basis or subject to other restrictions to the extent deemed necessary or advisable by counsel for the disclosing Party. To the extent practicable and as permitted by the FTC or DOJ, each Party hereto shall permit representatives of the other Party to participate in material substantive meetings (whether by telephone or in person) with the FTC or DOJ. Neither Party shall commit to or agree with the FTC or DOJ to withdraw its filing and refile under the HSR Act without the prior written consent of the other (such mattersconsent not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Sources: Collaboration and License Agreement (Wave Life Sciences Ltd.)
Antitrust Filings. Each of Buyer and the Company shall, as soon as practicable, and in any event no later than ten (a10) As Business Days from the date of this Agreement, make any initial filings required under the HSR Act, and supply as promptly as is reasonably practicable after receiving any request from any appropriate additional information and documentary material that may be requested by a Governmental Entity for informationpursuant to the HSR Act. Buyer shall pay all filing fees under the HSR Act, documentsand neither the Company nor any Company Subsidiary shall be required to pay any fee, penalty or other materials payment to any Governmental Entity in connection with any filings under the review HSR Act or such other filings as may be required under applicable law. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of 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 in connection with proceedings under or relating to the HSR Act. Each of Buyer and the Company shall use reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act or any other law, rule or regulation having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Buyer and the Company shall use reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the Antitrust FilingsLaws with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. Without limiting the foregoing, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, take any and all of the following actions to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to necessary or appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for Entity with jurisdiction over the Transactions. Each enforcement of Buyer any applicable Antitrust Laws or other laws regarding the transactions contemplated hereby: (i) entering into negotiations; (ii) providing information required by Antitrust Law or governmental regulation adopted thereunder; (iii) providing information informally requested by a Governmental Entity reviewing the transactions contemplated hereby under the HSR Act; and the Company hereby agrees (iv) undertaking reasonable best efforts to promptly substantially comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity Material issued pursuant to any applicable Antitrust Lawthe HSR Act. In furtherance and not in limitation of the covenants of the parties contained in The preceding obligations shall expire if this Section 4.5, each of the Buyer and the Company agree Agreement is terminated pursuant to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing DeadlineArticle 12.
(b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.
Appears in 1 contract
Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise of the applicable option right, in Novartis’s good faith assessment, requires filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976 (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file) the appropriate notices with respect to the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under the HSR Act or other applicable Government Authorities in respect to other Antitrust Laws (such filings the “Antitrust Filings”). Each of the Parties shall promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees (and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) As to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly as is practicable after receiving respond to any request by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, keep the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any appropriate Third Party or any Governmental Entity for information, documents, or other materials in connection Authority with the review of the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, respect to the extent practicable and permitted by applicable Law, transactions contemplated hereby. The Parties shall each permit legal counsel for the other parties’ legal counsel Party a reasonable opportunity to review in advance advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Entity Authority with respect to the extent that such review will not result in transactions contemplated hereby. Each of the waiver Parties agrees, subject to applicable legal limitations and the instructions of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the othersGovernmental Authority, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity not to participate in any inquiry substantive meeting or investigation bydiscussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any material meeting or conference Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (whether including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by telecommunications or both Parties in person) with, any Governmental Entity relating connection with the filings required pursuant to the Antitrust Filings ifLaws. Each Party agrees to request, in the reasonable judgment of the party that is subject and to the inquiry, investigation, meeting or conference, such participation by cooperate with the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure Party in requesting, early termination or expiration of any applicable waiting periods period under any applicable the Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the TransactionsLaws. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline.
(b) Notwithstanding anything to the contrary in this Agreement, nothing each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall require not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or be construed to require Buyer or any of its Affiliatesexpire, in order to obtain and the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or expiry of the Company or any Option Period during such waiting periods shall be of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding no effect with respect to any the particular Reserved Payload that is the subject of such mattersAntitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payload.
Appears in 1 contract
Sources: Collaboration and License Agreement (Precision Biosciences Inc)
Antitrust Filings. (a) After the date hereof, Parent and the Company will each make in timely fashion all such filings as Parent deems reasonably necessary or desirable in connection with the Merger under other applicable Antitrust Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such filings. The Company and Parent shall each pay any filing fees for which it is responsible in connection with the Antitrust Filings.
(b) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and Parent or the Company Company, as the case may be, shall use its commercially reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ party’s legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer The Company and the Company Parent shall each cooperate reasonably with the others, other in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer The Company and the Company Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer The Company and the Company Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer Parent and the Company hereby agrees to use its commercially reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer Merger and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadlineother transactions contemplated hereby.
(bc) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require or be construed to require Buyer Parent or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the TransactionsMerger, to (i) sell sell, license or hold separate, or agree to sell sell, license or hold separate, before or after the Closing DateEffective Time, any assets, businesses or any interests in any assets or businesses, of Buyer Parent or any of its Affiliates or of the Company or any of the Subsidiaries Surviving Corporation (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary Parent or by any of their respective Affiliates the Surviving Corporation of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates Parent of any assets or businesses (including any assets or businesses of the Company or any of the SubsidiariesSurviving Corporation), (ii) modify enter into any agreement or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the terms of this Agreement, or the TransactionsMerger, or (iii) initiate or participate in any legal proceeding with respect to any such matters.
(d) In the event that Parent is required, in order to obtain the consent or successful termination of any review under any Law regarding the Merger, to take any of the actions set forth in Section 4.7(c) or if such consent or successful termination has not been obtained within 60 days following the date of Parent filing its Antitrust Filing under any applicable Antitrust Law, Parent shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the Merger, notwithstanding anything in this Agreement. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Company.
Appears in 1 contract
Antitrust Filings. (a) Parent and the Company will each make, or cause its Affiliates to make, no later than five (5) Business Days after the date of this Agreement all filings required under the HSR Act and such other filings as Parent deems necessary or desirable in connection with the Merger under other applicable antitrust or competition Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such filings. Parent shall each pay any filing fees for which it is responsible in connection with the Antitrust Filings.
(b) As promptly as is reasonably practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and Parent or the Company Company, as the case may be, shall use its commercially reasonable best efforts to comply with such request and, to the extent practicable request. The Company and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company Parent shall each cooperate reasonably with the others, other in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust FilingsFilings (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing Party prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith). Buyer The Company and the Company Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer The Company and the Company Parent shall each give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings ifFilings. To the extent permitted by applicable Laws, and subject to all applicable privileges (including the attorney client privilege), each of the Parties (other than the Stockholder Representative) consider in good faith the views of each other, in the reasonable judgment connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the party that is subject any Party hereto in connection with proceedings under or relating to the inquiryHSR Act or other Antitrust Laws. For the avoidance of doubt, investigation, meeting any strategy in connection with proceedings under or conference, such participation relating to the HSR Act or other Antitrust Laws shall be determined by the other party is prudent and (based upon the advice of legal counsel) legally permissibleParent in its sole discretion. Each of Buyer the Parties may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party under this Section 6.6(b) as “outside counsel only.” Such materials and the Company hereby agrees information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside legal counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.
(c) The Parent shall use its reasonable best efforts to secure termination resolve questions or expiration objections, if any, of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline.
(b) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require or be construed to require Buyer Parent or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the TransactionsMerger, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing DateFirst Effective Time, any assets, businesses or any interests in any assets or businesses, of Buyer Parent or any of its Affiliates or of the Company Interim Surviving Corporation or any of the Subsidiaries Final Surviving Entity (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary Parent or by any of their respective Affiliates the Interim Surviving Corporation or the Final Surviving Entity of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates Parent of any assets or businesses (including any assets or businesses of the Company Interim Surviving Corporation or any of the SubsidiariesFinal Surviving Entity), (ii) enter into any contract or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the Merger, (iii) modify any of the terms of this AgreementAgreement or the Merger, or the Transactionstransactions contemplated hereby or thereby, or (iiiiv) initiate or participate in any legal proceeding with respect to any such matters.
(d) In the event that Parent is required, in order to obtain the consent or successful termination of any review under any Law regarding the Merger, to take any of the actions set forth in Section 6.6(c), Parent shall have the right to abandon its efforts to obtain approval under such antitrust or anti-competition Law of the Merger, notwithstanding this Section 6.6. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Company.
Appears in 1 contract
Antitrust Filings. (a) As promptly Each party shall use commercially reasonable efforts to file, as is soon as practicable after receiving the date of this Agreement, all notices, reports and other documents required to be filed by such party with any request from Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any appropriate additional information requested by any such Governmental Entity for informationAuthority. Without limiting the generality of the foregoing, documentsthe Company and Parent shall, or other materials promptly (and in any event within three (3) business days) after the date of this Agreement, prepare and file the notifications required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous to the HSR Act existing in foreign jurisdictions that require notification in connection with the review Merger (collectively, the “Competition Laws”). The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Authority required to be made pursuant to the Competition Laws (collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request andor Parent, to as the extent practicable and permitted by applicable Lawcase may be, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other party of any communication with, such occurrence and any proposed understanding, agreement, cooperate in filing with the applicable Governmental Authority such amendment or undertaking with any Governmental Entity relating to its Antitrust Filingsupplement. Buyer and Each of the Company and Parent shall give the other reasonable advance party prompt notice of, and of the opportunity commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to participate in any inquiry or investigation by, the Merger or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiryother transactions contemplated by this Agreement, investigation, meeting or conference, such participation by keep the other party is prudent and (based upon reasonably informed as to the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration status of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entitysuch Action or threat, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply in connection with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5such Action, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation Parent will permit authorized representatives of the Merger other party to be present at each meeting or the Transactions on or before the Closing Deadline.
(b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect conference relating to any such mattersAction and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such Action.
Appears in 1 contract
Sources: Merger Agreement (Teradyne, Inc)