Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior to the [***] Business Day after the Signing Date that it believes that no HSR filing is necessary, each of Jazz and ImmunoGen shall, within [***] Business Days after Signing Date, file with the United States Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”) and any foreign governmental authority, any HSR Filing required of it under the HSR Act with respect to the subject matter of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate with one another to the extent reasonably necessary in the preparation of any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings. 14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party shall (a) promptly inform the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each other, 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 in connection with proceedings under or relating to any antitrust law, except as may be prohibited or restricted by Applicable Law. 14.16.3. Nothing in this Section 14.16 requires either Party to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated by this Agreement.
Appears in 1 contract
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior to a. Without limiting the [***] Business Day generality of the foregoing, as soon as practicable after the Signing Date that it believes that date hereof, but in no HSR filing is necessary, each of Jazz and ImmunoGen shall, within [***] event later than ten (10) Business Days after Signing Datethe date hereof, the Purchaser and the Seller Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, file with the United States Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”) or cause to be filed all requisite documents and any foreign governmental authority, any HSR Filing notifications required of it under the HSR Act (and any other filing that may be required under any other Antitrust Law) in connection with respect to the subject matter of transactions contemplated by this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate with one another to the extent reasonably necessary in the preparation of any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable related to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods filing under the HSR Act and any other Antitrust Law shall be paid 50% by the Purchaser and 50% by the Seller.
b. The Purchaser, on the one hand, and the Seller Parties, on the other hand, shall promptly comply with or cause to be complied with any requests by any Authority, including requests for additional information concerning the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJthis Agreement, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party shall (a) promptly inform the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or any Authority regarding the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Partyby this Agreement, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each otherone another, and consider in good faith the views of one another, in connection with any analysesanalysis, appearancesappearance, presentationspresentation, memorandamemorandum, briefsbrief, argumentsargument, opinions and proposals opinion, or proposal made or submitted by or on behalf either of any Party them in connection with proceedings under any investigation by any Authority of the transactions contemplated by this Agreement or Claim relating thereto. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Authority relating to the transactions contemplated by this Agreement. The Parties may, as they deem advisable and necessary, designate any antitrust law, except as may be prohibited or restricted by Applicable Law.
14.16.3. Nothing in competitively sensitive materials provided to the other under this Section 14.16 requires either 5.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party to consent providing such materials. In addition, to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedyextent reasonably practicable, all discussions, telephone calls, and meetings with an Authority regarding the transactions contemplated by this Agreement shall include Representatives of all Parties. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and its Affiliates has no obligation any Authority relating to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated by this Agreement.
c. The Purchaser, on the one hand, and the Seller Parties, on the other hand, each agree to use reasonable best efforts to obtain the approval (including the expiration or termination of any applicable waiting period) or waiver of any Authority with jurisdiction with respect to any applicable Antitrust Law regarding the transactions contemplated by this Agreement. If any Claim is instituted (or threatened) challenging the transactions contemplated by this Agreement as violating any Antitrust Law in a manner that would make the transactions contemplated by this Agreement illegal or otherwise delay or prohibit the consummation of the Closing, the Purchaser, the Seller Parties, and the Company each agree to use reasonable best efforts to contest and defend any such Claim to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded, or terminated, any Order that prohibits, prevents, or restricts consummation of the Closing. Notwithstanding anything to the contrary contained in this Agreement, neither the Purchaser nor any Affiliate of the Purchaser, will have any obligation under this Agreement to (i) dispose or transfer or cause any of its Affiliates to dispose of or transfer any assets, or to commit to cause the Company or any of its Affiliates to dispose of any assets, (ii) discontinue or cause any of its Affiliates to discontinue offering any product or service, or commit to cause the Company or any of its Affiliates to discontinue offering any product or service, (iii) license or otherwise make available, or cause any of its Affiliates to license or otherwise make available, to any Person, any technology, software or other Intellectual Property, or commit to cause the Company or any of its Affiliates to license or otherwise make available to any Person any technology, software or other Intellectual Property, (iv) hold separate or cause any of its Affiliates to hold separate any assets or operations (either before or after the Closing Date), or commit to cause the Company or any of its Affiliates to hold separate any assets or operations, or (v) make or cause any of its Affiliates to make any commitment (to any Authority or otherwise) regarding its future operations or the future operations of the Company or any of its Affiliates.
Appears in 1 contract
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior (a) Subject to the [***] Business Day terms and conditions of this Agreement, the Parties shall use all commercially reasonable efforts to (i) file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within fourteen (14) days after the Signing Date date hereof; (ii) supply as promptly as practicable any additional information and documentary material that it believes that no may thereafter be requested pursuant to the HSR filing is necessaryAct; and (iii) cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable.
(b) In connection with the efforts referenced in Section 7.4(a), each of Jazz the Parties shall use all commercially reasonable efforts to (i) cooperate with each other in connection with any filing or submission and ImmunoGen shallin connection with any investigation or other inquiry, within [***] Business Days after Signing Dateincluding any proceeding initiated by a private party, file with (ii) keep the United States other Parties informed in all material respects of any material communication received by such Party from, or given by such Party to, the Federal Trade Commission (“the "FTC”"), the Antitrust Division of the United States Department of Justice (“the "DOJ”") or any other Governmental Authority and of any foreign governmental authoritymaterial communication received or given in connection with any proceeding by a private party, in each case regarding any HSR Filing required of the transactions contemplated hereby and (iii) permit the other Parties to review any material communication given to it by, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority or in connection with any proceeding by a private party. Each of the Parties shall coordinate and cooperate fully with the other Parties in exchanging such information and providing such assistance as such other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act Act.
(c) If any objections are asserted with respect to the subject matter of this Agreement, which forms shall specifically request early termination transactions contemplated hereby or if any suit is instituted by any Governmental Authority or any private party challenging any of the initial transactions contemplated hereby as violative of the HSR Act waiting period. The Act, each of the Parties shall cooperate with one another to the extent reasonably necessary in the preparation of any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its all commercially reasonable efforts to secureresolve such objections or challenge as such Governmental Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.
(d) Notwithstanding anything in this Section 7.4 to the contrary, Buyer shall not be required to take any action that will have or to agree to any modification of the effect terms of delaying, impairing this Agreement or impeding, any Ancillary Agreement in order to cause the early expiration or termination or expiration of any the waiting periods under the HSR Act for or to resolve any objection or challenge of any Governmental Authority or a private party if the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another Buyer determines in connection with resolving any inquiry its good faith judgment that the effect of such action or investigation by the DOJ, FTC or governmental authorities outside the United States relating modification would be to their respective HSR Filings cause a Material Adverse Effect to Buyer or the transactions contemplated hereby. Without limiting EMG Business or to impair materially the foregoing, each Party shall (a) promptly inform value to the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review Buyer of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each other, 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 in connection with proceedings under or relating to any antitrust law, except as may be prohibited or restricted by Applicable LawEMG Business.
14.16.3. Nothing in this Section 14.16 requires either Party to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Dana Corp)
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior If any applicable waiting periods and approvals are required under Antitrust Laws with respect to the [***] Business Day after transactions contemplated under this Agreement, then each Party (or its Affiliate) will file the Signing Date that it believes that no appropriate notices under the HSR filing is necessary, each of Jazz and ImmunoGen shall, Act or similar notices or filings under ‑110‑ Applicable Laws in any other jurisdiction (“Antitrust Filings”) within [***] Business Days after Signing the Execution Date. The Parties shall use reasonable best efforts to seek to obtain the expiration or early termination of the applicable waiting period under the HSR Act, file with and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States States’ Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”) and any foreign governmental authorityother Governmental Authority with which an Antitrust Filing is made and will comply promptly with any reasonable FTC, any HSR Filing required of it under the HSR Act with respect to the subject matter DOJ or other Governmental Authority inquiry or request of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate with one another to the extent reasonably necessary in the preparation of any such HSR Filing. Each nature; provided that neither Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party shall (a) promptly inform the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each other, 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 in connection with proceedings under or relating to any antitrust law, except as may be prohibited or restricted by Applicable Law.
14.16.3. Nothing in this Section 14.16 requires either Party required to consent to the divestiture or other disposition of any of its assets (or the assets of its Affiliates’ assets ) or to consent to any other structural or conduct remedy, and each Party and its Affiliates has will have no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States other Governmental Authority or any Third Party respecting with respect to the transactions contemplated by this Agreement. GSK will (i) control the strategy for obtaining any consents, approvals of, or registrations, declarations or filings from any Governmental Authority in connection with the transaction and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any 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 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 consent not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Sources: Collaboration and License Agreement (Wave Life Sciences Ltd.)
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior Each of MannKind and United Therapeutics shall use its reasonable best efforts to (i) file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such Party, pursuant to the [***] Business Day after Antitrust Laws, with any Governmental Authority (the Signing Date that it believes that no HSR filing is necessary“Filings”) with respect to this Agreement and the transactions contemplated hereby, each of Jazz (ii) submit promptly any additional information requested by any such Governmental Authority, and ImmunoGen shall, within [***] Business Days after Signing Date, file with the United States Federal Trade Commission (“FTC”), the Antitrust Division iii) obtain termination or expiration of the United States Department of Justice (“DOJ”) and any foreign governmental authority, any HSR Filing required of it waiting period under the HSR Act and those associated with respect any other of the Filings which the parties reasonably conclude must be obtained prior to making the subject matter rights and obligations of this AgreementAgreement effective, which forms shall specifically request early termination and (iv) prevent the entry in any action brought by a Governmental Authority or any other Person that would prohibit, make unlawful or delay the making of the initial rights and obligations of this Agreement effective. Without limiting the generality of the foregoing, each of MannKind and United Therapeutics agrees to prepare and make appropriate filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act waiting periodAct”) relating to this Agreement and the transactions contemplated hereby as soon as reasonably practicable, but in any event within 15 Business Days after the Execution Date unless otherwise agreed to in writing by the parties (the “HSR Filing Date”). The Parties will notify each other promptly of any oral communication with, and provide copies of written communications with, any Governmental Authority in connection with any filings made pursuant to this Section 15.16. Each Party shall cooperate reasonably with one another the other Party in connection with any such filing (including, to the extent reasonably necessary in the preparation permitted by Applicable Laws, providing copies of any all such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable documents to the HSR Filings.
14.16.2. Each of Jazz non-filing Party prior to filing and ImmunoGen hereby covenants considering all reasonable additions, deletions or changes suggested in connection therewith) and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in connection with resolving any investigation or other inquiry of any Governmental Authority under any Antitrust Laws with respect to any such filing. No Party hereto shall independently participate in any meeting, teleconference, or other written or oral communication with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the DOJopportunity to attend and/or participate. To the extent permitted by Applicable Laws, FTC or governmental authorities outside and subject to all applicable privileges (including the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoingattorney client privilege), each Party shall (a) promptly inform the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (consult and if in writing, furnish the other Party cooperate reasonably with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each other, and consider in good faith the views of one anothereach other, 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 or other Antitrust Laws. Each Party may, as it deems advisable and necessary, reasonably designate any antitrust law, except as may be prohibited or restricted by Applicable Law.
14.16.3. Nothing in this Section 14.16 requires either Party to consent competitively sensitive material provided to the divestiture or other disposition of any of its or its Affiliates’ assets or Parties under this paragraph as “outside counsel only.” Such materials and the information contained therein shall be given only to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action the outside legal counsel of the FTCrecipient and will not be disclosed by such outside legal counsel to employees, DOJofficers, any governmental authority outside or directors of the United States or any Third Party respecting the transactions contemplated by this Agreement.recipient, unless express written
Appears in 1 contract
Sources: License and Collaboration Agreement (UNITED THERAPEUTICS Corp)
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior to In the [***] Business Day after event that Purchaser or the Signing Date Company reasonably determines that it believes that no is required to make a pre-merger notification filing (an “Antitrust Filing”) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR filing is necessary, each of Jazz and ImmunoGen shall, within [***] Business Days after Signing Date, file with the United States Federal Trade Commission (“FTCAct”), or the Israeli Restrictive Trade Practices Law, 1988 (the “RTP Law”), or any corresponding law or regulation of any other foreign Governmental Authority (a “Foreign Antitrust Division Filing”) with respect to the Merger and the other transactions contemplated hereby, such party shall promptly notify the other parties of such requirement and thereafter each of the United States Department of Justice parties will:
(“DOJ”1) and as promptly as is practicable, make its required filings under the HSR Act, the RTP Law or any foreign laws mandating a Foreign Antitrust Filing;
(2) as promptly as is practicable after receiving any governmental authority, any HSR Filing required of it request under the HSR Act with respect to the subject matter of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate with one another to the extent reasonably necessary in the preparation RTP Law or any corresponding law or regulation of any such HSR Filing. Each Party is responsible foreign Governmental Authority for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to additional information, documents, or other materials, use its commercially reasonable best efforts to secure, and not to take any action that will have comply with such request;
(3) cooperate with the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another other in connection with resolving any governmental inquiry or investigation by the DOJinvestigation, FTC whether domestic or governmental authorities outside the United States foreign, relating to their respective HSR Filings Act filings, RTP Law fillings or Foreign Antitrust Filings, as the transactions contemplated hereby. Without limiting the foregoingcase may be, each Party shall or any related inquiry or investigation;
(a4) promptly inform the other Party of any written communication with, and any proposed understanding, agreement, or oral communication received from DOJundertaking with any Governmental Authority, FTC whether domestic or governmental authority outside the United States foreign, relating to its their respective HSR Filing Act filings, RTP Law fillings or Foreign Antitrust Filings, as the transactions contemplated hereby case may be, or any related inquiry or investigation;
(5) to the extent reasonably practicable and if in writingto the extent allowed under Applicable Law, furnish give the other Party reasonable advance notice of, and the opportunity to participate in (directly or through its representatives), any meeting or conference with a copy of such communication)any Governmental Authority, whether domestic or foreign, relating to their respective HSR Act filings, RTP Law fillings or Foreign Antitrust Filings, as the case may be, or any related inquiry or investigation; and
(b6) respond as promptly as practicable pay any filing fees required to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials be paid in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, such filings, and written communications to DOJif any, FTC governmental authority outside under the United States with respect to HSR Act, the transactions contemplated hereby; and (d) not participate in any substantive meeting RTP Law or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each other, and consider in good faith the views of one another, in connection with any analysesForeign Antitrust Filings.
(7) Anything to the contrary notwithstanding, appearances, presentations, memoranda, briefs, arguments, opinions the parties hereto understand and proposals made or submitted by or on behalf agree that the commercially reasonable efforts of any Party party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with proceedings under the Transactions or relating (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any antitrust law, except as may be prohibited of their respective Subsidiaries or restricted by Applicable Law.
14.16.3. Nothing in this Section 14.16 requires either Party to consent to the divestiture or other disposition of any of its or its their respective Affiliates’ businesses, assets or to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated by this Agreementproperties.
Appears in 1 contract
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior to Each of Newco and Merger Sub (and their respective Affiliates, if applicable), on the [***] Business Day after one hand, and the Signing Date that it believes that no HSR filing is necessaryCompany, each of Jazz and ImmunoGen shallon the other hand, within [***] Business Days after Signing Date, shall (i) file with the United States Federal Trade Commission (“FTC”), FTC and the Antitrust Division of the United States Department of Justice (“DOJ”) DOJ a Notification and any foreign governmental authority, any HSR Filing Report Form relating to this Agreement and the transactions contemplated hereby as required of it under by the HSR Act with respect to within ten (10) calendar days following the subject matter execution and delivery of this Agreement, and (ii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by the other applicable Antitrust Laws in connection with the Merger. Each of Newco and the Company shall (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 make such filings, (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 forms shall specifically request early 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 initial HSR Act waiting period. The Parties shall cooperate with one another to the extent reasonably necessary in the preparation of any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for and any other Antitrust Laws applicable to the transactions contemplated herebyMerger as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Merger as soon as reasonably practicable. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to Each of Newco and Merger Sub (and their respective HSR Filings or Affiliates, if applicable), on the transactions contemplated hereby. Without limiting one hand, and the foregoingCompany, each Party on the other hand, shall (a) promptly inform the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review Governmental Authority regarding any of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment by this Agreement in advance of submission, all proposed correspondence, connection with such filings, and written communications to DOJ, FTC governmental authority outside the United States . If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated hereby; by this Agreement pursuant to the HSR or any other Antitrust Laws applicable to the Merger with respect to which any such filings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults after consultation with the other Party party, an appropriate response in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate compliance with each other, 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 in connection with proceedings under or relating to any antitrust law, except as may be prohibited or restricted by Applicable Lawsuch request.
14.16.3. Nothing in this Section 14.16 requires either Party to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Entrust Inc)
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior to (a) Without limiting the [***] Business Day after obligations of the Signing Date that it believes that no HSR filing is necessaryparties under Section 8.01(b) and Section 8.02(b), each of Jazz and ImmunoGen shall, within [***] Business Days after Signing Date, file with the United States Federal Trade Commission party hereto agrees to use commercially reasonable efforts to: (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”i) and any foreign governmental authority, any HSR Filing required of it under make an appropriate filing pursuant to the HSR Act with respect to the subject matter transactions contemplated by this Agreement within three (3) Business Days after the date hereof; (ii) make an appropriate filing pursuant to any legal requirements of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate any foreign Governmental Authority having jurisdiction over antitrust or competition matters with one another respect to the extent reasonably necessary in transaction contemplated by this Agreement as soon as practicable after the preparation of any such HSR Filing. Each Party is responsible for its own costs date hereof; and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party shall (aiii) promptly inform the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond supply as promptly as practicable to the appropriate Governmental Authority any request from DOJadditional information and documentary material that may be requested pursuant to the HSR Act or any legal requirements of any foreign Governmental Authority. All analyses, FTC appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or governmental authority outside on behalf of either party before any Governmental Authority or the United States for informationstaff or regulators of any Governmental Authority, documents or other materials in connection with a review of the transactions contemplated herebyby this Agreement (but, for the avoidance of doubt, not including: (x) any interactions between the Sellers or the Company or any of its Subsidiaries with Governmental Authorities in the ordinary course of business; (cy) provide any disclosure which is not permitted by Law; or (z) any disclosure containing confidential information) shall be disclosed to the other Party, and permit the other Party to review and comment party hereunder in advance of submissionany filing, all proposed correspondencesubmission or attendance, filings, and written communications to DOJ, FTC governmental authority outside it being the United States with respect to intent that the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall parties will consult and cooperate with each otherone another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, opinions and proposals made proposals. Each party shall give notice to the other parties with respect to any meeting, discussion, appearance or submitted by contact with any Governmental Authority or on behalf the staff or regulators of any Party Governmental Authority, with such notice being sufficient to provide the other parties with the opportunity to attend and participate in connection such meeting, discussion, appearance or contact.
(b) None of the Sellers will extend any waiting period or comparable period under the HSR Act or any similar foreign legal requirements or enter into any agreement with proceedings under or relating any Governmental Authority not to any antitrust lawconsummate the transaction contemplated by this Agreement, except as may be prohibited or restricted by Applicable Law.
14.16.3with the prior written consent of the Buyer. Nothing in this Section 14.16 requires either Party to consent to Agreement shall (i) require the divestiture Buyer to, or other permit the Sellers to, (A) propose or accept the sale, divestiture, disposition or holding separate of any assets or businesses of itself or any of its Affiliates (or otherwise take any action that limits the freedom of action with respect to, or its Affiliates’ ability to retain, any of its businesses, product lines, or assets or those of its Affiliates) in order to consent avoid the entry of or to effect the dissolution of any injunction or other structural order (whether temporary, preliminary or conduct remedypermanent), which would otherwise have the effect of preventing or delaying the consummation of the transaction contemplated by this Agreement, or (B) propose or accept the impositions of conditions that are reasonably likely to have a material and each Party adverse impact on the business of the Buyer or the Company and its Affiliates has no obligation Subsidiaries following the Closing; or (ii) require the Buyer to contest(A) expend money to a third party in exchange for any consent of any Governmental Authority, administratively or in court, (B) initiate or defend any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting Litigation relating to the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Evoqua Water Technologies Corp.)
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen (a) Each Party shall use its best reasonable efforts to: (i) as promptly as practicable following the date hereof (but in writing prior to the [***] Business Day after the Signing Date that it believes that no HSR filing is necessary, each of Jazz and ImmunoGen shall, within [***] event later than 10 (ten) Business Days after Signing Date, file with following the United States Federal Trade Commission (“FTC”date hereof), take all actions necessary to file or cause to be filed the Antitrust Division of the United States Department of Justice (“DOJ”) and any foreign governmental authority, any HSR Filing filings required of it or any of its Affiliates under the HSR Act with respect to the subject matter of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate with one another to the extent reasonably necessary in the preparation of any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another Antitrust Laws in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party shall (a) promptly inform the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or Stock Purchase Agreement and the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication“Antitrust Filings”); (bii) respond obtain the required consents and unconditional clearance from COFECE and, to the extent applicable, any other authorities, as promptly as practicable practicable, and in any event prior to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated herebyEnd Date; (ciii) provide to comply with (or properly reduce the other Party, and permit the other Party to review and comment in advance scope of) any formal or informal request for additional information or documentary material received by it or any of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated herebyits Affiliates from COFECE; and (div) not participate in as promptly as practicable, take all actions necessary to file or cause to be filed before the IFETEL the filings and/or notices required of it or any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by its Affiliates under applicable Law, gives the other .
(b) Each Party the opportunity shall use its best reasonable efforts to attend and participate thereat. The Parties shall (i) consult and cooperate with each other, other and consider in good faith the views of one another, the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party party in connection with proceedings under or relating to any antitrust lawAntitrust Laws; (ii) promptly notify the other Party of any material written communication made to or received by it from COFECE or IFETEL and, except as may be prohibited or restricted by Applicable Law.
14.16.3. Nothing in this Section 14.16 requires either Party to consent to the divestiture or extent applicable, any other disposition of authorities, regarding any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated hereby and, subject to applicable Law permit the other Party to review in advance any proposed written communication to COFECE or IFETEL and, to the extent applicable, any other authorities, and incorporate the other Party’s comments; and (iii) consult with the other Party in advance of any material meeting or teleconference with any Governmental Entity and, to the extent not prohibited by the Governmental Entity, give the other Party the opportunity to attend and participate in such meetings or teleconferences.
(c) The Purchaser and/or its counsel shall lead the Parties’ efforts in obtaining the approval from COFECE, being responsible for (i) leading any interaction with COFECE (in the understanding that all Parties and/or their counsels will be invited to any meeting with COFECE), and (ii) submitting any and all documents and/or information to COFECE.
(d) Primary Purchaser shall be responsible for the payment of all filing fees (except for fees of the Sellers’ legal counsel) in connection with the Antitrust Filings under the Antitrust Laws.
(e) Notwithstanding anything to the contrary in this Amendment Agreement, the Parties acknowledge that (i) the Parties and/or their Affiliates shall not be required to accept any conditions imposed on them by COFECE or any other authority, and (ii) the Parties and/or their Affiliates’ obligations hereunder shall be limited to best reasonable efforts and in no event will any of the Parties and/or their Affiliates have any liability to the other Parties and/or their Affiliates with respect to the outcome of the Antitrust Filings.
Appears in 1 contract
Sources: Stock Purchase Agreement (Live Nation Entertainment, Inc.)
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior (a) Upon the terms and subject to the [***] Business Day after the Signing Date that it believes that no HSR filing is necessaryconditions set forth in this Agreement, each of Jazz the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, and ImmunoGen shallto do, within [***] Business Days after Signing Dateor cause to be done, file and to assist and cooperate with the United States Federal Trade Commission (“FTC”)other parties in doing, all things necessary, proper or advisable to consummate and make effective the Antitrust Division of the United States Department of Justice (“DOJ”) and any foreign governmental authority, any HSR Filing required of it under the HSR Act with respect to the subject matter of transactions contemplated by this Agreement, which forms shall specifically request early termination including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the initial HSR Act waiting period. The Parties shall cooperate with one another conditions to the extent reasonably other party’s obligation to close set forth in Article VIII to be satisfied as promptly as practicable and (ii) the obtaining of all necessary in actions or nonactions, waivers, consents and approvals from Governmental Authorities and the preparation making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action or proceeding by, any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR FilingsGovernmental Authority.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in (b) In connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without and without limiting the foregoing, each Party of the Purchaser, the Seller and the Company shall cooperate and use reasonable best efforts to (ai) make, as promptly inform as practicable, all necessary filings, and thereafter make any other required submissions and obtain, as promptly as practicable, from any Governmental Authority any authorizations, exemptions, certificates, registrations, clearances, consents, Orders, approvals, permits or licenses that are required under any applicable Law to be obtained or made by the other Party Seller, any member of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing Company Group or the transactions contemplated hereby Purchaser, as the case may be, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (and if in writing, furnish the other Party with a copy of such communication); (bii) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States requests for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in information under any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties agree that it is the Purchaser’s sole right to devise and control the strategy for filings, notifications, submissions and communications with or to any Governmental Authority; provided, however, that the Purchaser shall consult and cooperate with each other, and consider in good faith the views of one anotherthe Seller and the Company. Except to the extent prohibited by applicable Law or Governmental Authority, the Purchaser, the Seller and the Company shall cooperate in connection with the preparation of and provide to the other in advance, any analyses, appearances, presentations, filings, submissions, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party party hereto pursuant to this Section 7.1(b) or any correspondence or communications between the Purchaser, the Seller, the Company or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand in connection with any filings or submissions made pursuant to this Section 7.1(b) and if requested, accept reasonable additions, deletions or changes suggested by the other party in connection therewith; provided, however, that any correspondence or communications provided to the other party pursuant to this sentence, may be redacted (A) to remove references concerning the valuation of the Purchaser, Seller or the Company Group, (B) as necessary to comply with contractual arrangements, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, in connection with proceedings under or relating to any antitrust lawapplicable Law; provided, except further, that each of the Purchaser, the Seller and the Company may, as may each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.1(b) as “Outside Counsel Only Material” which such material and the information contained therein shall be prohibited given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or restricted by Applicable Lawdirectors of the recipient unless express permission is obtained in advance from the source of the materials (the Purchaser on the one hand or the Seller or the Company on the other) or its legal counsel.
14.16.3. Nothing (c) None of the parties to this Agreement shall agree to participate in this Section 14.16 requires either Party to consent or attend any meeting, (whether in person, via telephone or otherwise) or discussion with any Governmental Authority in respect of the Transactions, Action (including the settlement of any Action) or other inquiry unless it offers, in the case of the Purchaser, the Sellers and the Company, and in the case of the Sellers and the Company, the Purchaser, in advance and subject to the divestiture extent permitted by applicable Law or other disposition Governmental Authority the opportunity to attend and participate at such meeting or discussion.
(d) In connection with and without limiting the foregoing, the Seller and the Purchaser shall duly file as promptly as practicable following the date of this Agreement and in any event within ten (10) Business Days after the date of its or its Affiliates’ assets or this Agreement, the HSR Filings with respect to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated by this Agreement with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice and, as promptly as practicable after the date of this Agreement, any similar filings in other jurisdictions that counsel for the Purchaser deems necessary or advisable under applicable Antitrust Laws. The HSR Filings shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder (including in response to a request for additional information or documentary materials pursuant to 15 U.S.C. Section 18a(e)(1)). The Purchaser agrees to not extend any waiting period or agree to re-file under the HSR Act (except with the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed). Each party shall use reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, and to keep the other party reasonably informed with respect to the status of each clearance, approval or waiver sought from a Governmental Authority in connection with the transactions contemplated by this Agreement and the material communications between such party and such Governmental Authority; provided, however, that any information provided to the other party pursuant to this sentence, may be redacted (A) to remove references concerning the valuation of the Purchaser, Seller or the Company Group, (B) as necessary to comply with contractual arrangements, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, in connection with proceedings under or relating to any applicable Law; provided, further, that each of the Purchaser, the Seller and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.1(b) as “Outside Counsel Only Material” which such material and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Purchaser on the one hand or the Seller or the Company on the other) or its legal counsel. In connection with and without limiting the foregoing, the Purchaser shall take, or cause to be taken, all actions necessary to effect the Transactions prior to the Outside Date, including taking all such action as may be necessary to resolve any objections asserted with respect to the Transactions under any Law or by any Governmental Authority and resolve or eliminate all such objections, including (i) using reasonable best efforts to contest any Action that may be instituted (or threatened to be instituted) challenging the Transactions, unless, by mutual agreement, the Seller and the Purchaser mutually decide that litigation is not in their respective best interests; and (ii) to the extent necessary to obtain the waiver or consent from any Governmental Authority required to satisfy the conditions set forth in Section 8.1(a) or Section 8.1(b), (A) proffering and consenting and agreeing to an Order or other agreement providing for the sale, licensing or other disposition, or the holding separate of, or other limitations or restrictions on, particular assets, categories of assets or lines of business of the Company Group or the Purchaser or any of its Subsidiaries, and (B) otherwise offering to take or offer to commit to take any action which it is capable of taking and, if the offer is accepted, promptly taking or committing to take such action as may be necessary to permit the lawful consummation of the Transactions prior to the Outside Date; provided, however, (X) the Purchaser shall not be required to propose, negotiate, commit to, effect or agree to any action that individually or in the aggregate would have a Company Material Adverse Effect; and (Y) the Purchaser shall not be required to take any actions unless the effectiveness thereof is conditioned on the occurrence of the Closing. The Purchaser and the Company shall not (x) extend any waiting period or agree to re-file under the HSR Act (except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed) or (y) enter into any agreement with any Governmental Authority agreeing not to consummate the Transactions.
(e) Neither the Company nor Purchaser shall take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise) that could reasonably be expected to adversely affect obtaining or making any authorizations, exemptions, certificates, registrations, clearances, consents, Orders, approvals, permits or licenses contemplated by this Section 7.1 or the timely receipt thereof.
Appears in 1 contract
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior to the [***] Business Day (a) The Company, Parent and Merger Sub shall each, as promptly as practicable after the Signing Date that it believes that no HSR filing is necessary, each date of Jazz and ImmunoGen shall, within [***] Business Days after Signing Datethis Agreement, file or cause to be filed with the United States Federal Trade Commission (“the "FTC”"), the Antitrust Division of the United States Department of Justice (“the "DOJ”") and any comparable foreign governmental authority, antitrust or competition authority any HSR Filing notifications required of it to be filed under the HSR Act or comparable foreign Antitrust Laws with respect to the subject matter of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate with one another Transactions.
(b) Subject to the extent reasonably necessary in terms hereof, Parent, Merger Sub and the preparation Company agree, and shall cause each of any such HSR Filing. Each Party is responsible for its own costs their respective Subsidiaries, to cooperate and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its their respective commercially reasonable efforts (i) to secure, and not to take obtain any action that will have the effect of delaying, impairing government clearances or impeding, the early termination or expiration of any waiting periods approvals required for Closing under the HSR Act and other applicable Antitrust Laws, (ii) to respond to any government requests for information under any Antitrust Law, (iii) to contest and resist any action, including any legislative, administrative or judicial action, and (iv) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the transactions contemplated herebyconsummation of the Merger or any other Transaction under any Antitrust Law.
(c) The parties agree not to extend directly or indirectly any waiting period under the HSR Act or any applicable foreign Antitrust Law or enter into any agreement with a Governmental Authority to delay or not to consummate the Offer, the Merger and the other Transactions, except with the prior written consent of the other parties hereto. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by Each of Parent and Merger Sub and the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party Company shall (ai) promptly inform notify the other Party party of any written or oral communication received to that party from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States Governmental Authority with respect to the transactions contemplated hereby; HSR Act or any other Antitrust Law and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party's reasonable comments, (dii) not agree to participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the transactions contemplated hereby Offer, the Merger or the other Transactions unless it consults with the other Party party in advance and, except as prohibited to the extent permitted by applicable Lawsuch Governmental Authority, gives the other Party party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each otherattend, and consider in good faith (iii) furnish the views other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective representatives on one anotherhand, in connection with and any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any antitrust law, except as may be prohibited or restricted by Applicable Law.
14.16.3. Nothing in this Section 14.16 requires either Party to consent to the divestiture or other disposition of any of its such Governmental Authority or its Affiliates’ assets or staff on the other hand, with respect to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated by this Agreement, the Offer, the Merger and the other Transactions.
Appears in 1 contract
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen Subject to Section 16.6 (Termination for Lack of Antitrust Clearance), if (a) GSK reasonably determines that the transactions to occur upon consummation of the exercise of the Option in writing accordance with Section 3.8.1 (Exercise of Option) would require the filing of appropriate notices -41- under the HSR Act (“HSR Filings”) or similar notices or filings under Applicable Laws in any other jurisdiction (“Other Antitrust Filings”); and (b) GSK exercises its Option pursuant to Section 3.8 (Exercise of Option and License Effective Date), then, on or prior to GSK’s exercise of the [***] Business Day after Option pursuant to Section 3.8.1 (Exercise of Option), (x) GSK shall provide notice of its determination to file such HSR Filings or Other Antitrust Filings, as applicable, to Mersana (to the Signing Date that it believes that no extent GSK has not already done so); and (y) the Parties shall comply with the terms of this Section 3.8.2 (Antitrust Filings). If required, both Parties (or their Affiliates) shall file the appropriate HSR filing is necessary, each of Jazz and ImmunoGen shall, Filings under the HSR Act within [***] Business Days after Signing following the Option Exercise Date and shall file any Other Antitrust Filings as soon as reasonably practicable following the Option Exercise Date. The Parties shall keep each other apprised of the status of any communications with, file with and any inquiries or requests for additional information from, the United States States’ Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”) and any foreign governmental authorityother Governmental Authority with which an Other Antitrust Filing is made and shall comply promptly with any reasonable FTC, any HSR Filing required of it under the HSR Act with respect to the subject matter DOJ or other Governmental Authority inquiry or request of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate with one another to the extent reasonably necessary in the preparation of any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action nature; provided that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each neither Party shall (a) promptly inform the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each other, 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 in connection with proceedings under or relating to any antitrust law, except as may be prohibited or restricted by Applicable Law.
14.16.3. Nothing in this Section 14.16 requires either Party required to consent to the divestiture or other disposition of any of its assets (or the assets of its Affiliates’ assets ) or to consent to any other structural or conduct remedy, and each Party and its Affiliates has shall have no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States other Governmental Authority or any Third Party respecting with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying any legal costs that it incurs in connection with the HSR Filings or any Other Antitrust Filings, as applicable, and GSK will be responsible for paying all filing fees in connection with the HSR Filings and any Other Antitrust Filings.
Appears in 1 contract
Sources: Collaboration, Option and License Agreement (Mersana Therapeutics, Inc.)
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior (a) Subject to the [***] Business Day terms and conditions of this Agreement, the Parties shall use all commercially reasonable efforts to (i) file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within fourteen (14) days after the Signing Date date hereof; (ii) supply as promptly as practicable any additional information and documentary material that it believes that no may thereafter be requested pursuant to the HSR filing is necessaryAct; and (iii) cause 27 Asset Purchase Agreement the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable.
(b) In connection with the efforts referenced in Section 7.4(a), each of Jazz the Parties shall use all commercially reasonable efforts to (i) cooperate with each other in connection with any filing or submission and ImmunoGen shallin connection with any investigation or other inquiry, within [***] Business Days after Signing Dateincluding any proceeding initiated by a private party, file with (ii) keep the United States other Parties informed in all material respects of any material communication received by such Party from, or given by such Party to, the Federal Trade Commission (“the "FTC”"), the Antitrust Division of the United States Department of Justice (“the "DOJ”") or any other Governmental Authority and of any foreign governmental authoritymaterial communication received or given in connection with any proceeding by a private party, in each case regarding any HSR Filing required of the transactions contemplated hereby and (iii) permit the other Parties to review any material communication given to it by, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority or in connection with any proceeding by a private party. Each of the Parties shall coordinate and cooperate fully with the other Parties in exchanging such information and providing such assistance as such other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act Act.
(c) If any objections are asserted with respect to the subject matter of this Agreement, which forms shall specifically request early termination transactions contemplated hereby or if any suit is instituted by any Governmental Authority or any private party challenging any of the initial transactions contemplated hereby as violative of the HSR Act waiting period. The Act, each of the Parties shall cooperate with one another to the extent reasonably necessary in the preparation of any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its all commercially reasonable efforts to secureresolve such objections or challenge as such Governmental Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.
(d) Notwithstanding anything in this Section 7.4 to the contrary, Buyer shall not be required to take any action that will have or to agree to any modification of the effect terms of delaying, impairing this Agreement or impeding, any Ancillary Agreement in order to cause the early expiration or termination or expiration of any the waiting periods under the HSR Act for or to resolve any objection or challenge of any Governmental Authority or a private party if the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another Buyer determines in connection with resolving any inquiry its good faith judgment that the effect of such action or investigation by the DOJ, FTC or governmental authorities outside the United States relating modification would be to their respective HSR Filings cause a Material Adverse Effect to Buyer or the transactions contemplated hereby. Without limiting EMG Business or to impair materially the foregoing, each Party shall (a) promptly inform value to the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review Buyer of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each other, 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 in connection with proceedings under or relating to any antitrust law, except as may be prohibited or restricted by Applicable LawEMG Business.
14.16.3. Nothing in this Section 14.16 requires either Party to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Standard Motor Products Inc)
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior to Each of the [***] Business Day after the Signing Date that it believes that no Company and Purchaser, or their respective Affiliates, as applicable, shall make any required HSR filing is necessaryFiling as promptly as practicable, each of Jazz and ImmunoGen shall, within [***] but not later than ten (10) Business Days after Signing the date hereof, in the case of the HSR Filing, in accordance with applicable Laws. In furtherance of the foregoing, the Company and Purchaser agree to:
(a) keep the other parties apprised of the status of matters relating to the completion of the Antitrust Filings;
(b) reasonably cooperate in the process to obtain antitrust clearance by the Outside Date, file ;
(c) furnish promptly to government agencies or authorities of competent jurisdiction any information required and reasonably requested under the Merger Control Laws;
(d) furnish to another party or its counsel all information within its possession that is reasonably required for any Antitrust Filings to be made by such party in connection with the United States Federal Trade Commission (“FTC”)transactions contemplated by this Agreement or, as applicable, the Antitrust Division Collaboration Agreement;
(e) promptly notify the other parties of the United States Department any communications from or with any government agency or authority of Justice (“DOJ”) and any foreign governmental authority, any HSR Filing required of it under the HSR Act with respect to the subject matter of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate with one another competent jurisdiction to the extent reasonably necessary in the preparation of any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party shall (a) promptly inform the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Antitrust Filing or the transactions contemplated hereby by this Agreement or, as applicable, the Collaboration Agreement;
(and if in writing, furnish f) consult with the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment parties in advance of submissionparticipating in any meeting or substantive discussion with any government agency or authority relating to DOCPROPERTY DOCXDOCID DMS=IManage Format=<<NUM>>_<<VER>> \* MERGEFORMAT 148138758_17 the Antitrust Filings, all proposed correspondenceand, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting extent permitted by such government agency or discussion with DOJauthority, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with give the other Party in advance and, except as prohibited by applicable Law, gives the other Party parties the opportunity to attend and participate thereat. The Parties shall ; and
(g) consult and cooperate with each other, and consider in good faith the views of one another, other parties in connection with any all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of to any Party Governmental Authority in connection with proceedings under or relating to any antitrust law, except as may be prohibited or restricted by Applicable Lawthe Antitrust Filings.
14.16.3. Nothing in this Section 14.16 requires either Party to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Sarepta Therapeutics, Inc.)
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen The parties shall cooperate in writing prior to the [***] Business Day after the Signing Date that it believes that no HSR filing is necessarytimely preparation and submission of any necessary Antitrust Filings, and each of Jazz and ImmunoGen shall, within [***] Business Days after Signing Date, file with the United States Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”) and any foreign governmental authority, any HSR Filing required of it under the HSR Act with respect to the subject matter of this Agreement, which forms shall specifically request early termination of any applicable waiting period(s) relating to the initial HSR Act waiting periodAntitrust Filings. The Parties Each of the Company and the Purchaser shall cooperate promptly supply the other with one another 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 necessary in the preparation required to permit appropriate coordination of any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secureefforts, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party shall (a) promptly inform the other Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment discuss in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each otheradvance, and consider in good faith the views of one another, the other in connection with with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions opinions, and proposals made before making or submitted by 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 on behalf other advocacy submissions (and a summary of any Party oral presentations) made by such party to any Governmental Authority, and (E) promptly provide the other (and their counsel) with advance notice of, and an opportunity to attend as an observer (to the extent permitted by the applicable Governmental Authority), any meeting with any Governmental Authority in connection with proceedings under the consummation of the private placement pursuant to the 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, and (y) any request by any Governmental Authority for amendments or relating supplements to any antitrust lawAntitrust Filings made pursuant to, except as may be prohibited or restricted by Applicable Law.
14.16.3. Nothing for information provided to comply in this Section 14.16 requires either Party to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy, and each Party and its Affiliates has no obligation to contest, administratively or in courtall material respects with, any ruling, order applicable antitrust or other action of the FTC, DOJ, any governmental authority outside the United States or any Third Party respecting the transactions contemplated by this Agreementcompetition laws and regulations.
Appears in 1 contract
Antitrust Filings. 14.16.1. Unless Jazz notifies ImmunoGen in writing prior (a) Parent and the Company will each make, or cause its Affiliates to the [***] Business Day after the Signing Date that it believes that make, no HSR filing is necessary, each of Jazz and ImmunoGen shall, within [***] later than five (5) Business Days after Signing Date, file with the United States Federal Trade Commission (“FTC”), the Antitrust Division date of the United States Department of Justice (“DOJ”) and any foreign governmental authority, any HSR Filing this Agreement all filings required of it under the HSR Act and such other filings as Parent deems necessary or desirable in connection with respect the Merger under other applicable antitrust or competition Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to the subject matter of this Agreement, receive such filings. Parent shall each pay any filing fees for which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate with one another to the extent reasonably necessary in the preparation of any such HSR Filing. Each Party it is responsible for its own costs and expenses. The Parties each agree to pay one-half of in connection with the filing fees applicable to the HSR Antitrust Filings.
14.16.2. Each (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 Jazz and ImmunoGen hereby covenants and agrees to the Antitrust Filings, Parent or the Company, as the case may be, shall use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated herebycomply with such request. The Parties Company and Parent shall each cooperate reasonably with one another the other in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States any Governmental Entity relating to their respective HSR the Antitrust Filings (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 the transactions contemplated herebychanges suggested in connection therewith). Without limiting the foregoing, The Company and Parent shall each Party shall (a) promptly inform the other Party of any written communication with, and any proposed understanding, agreement, or oral communication received from DOJ, FTC or governmental authority outside the United States undertaking with any Governmental Entity relating to its HSR Filing or the transactions contemplated hereby (Antitrust Filing. The Company and if in writing, furnish Parent shall each give the other Party with a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Partyreasonable advance notice of, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereatin (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. The Parties shall consult and cooperate with each otherTo 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 one anothereach other, 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 or other Antitrust Laws. For the avoidance of doubt, any antitrust lawstrategy in connection with proceedings under or relating to the HSR Act or other Antitrust Laws shall be determined by Parent in its sole discretion. Each of the Parties may, except as may 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 information contained therein shall be prohibited given only to the outside legal counsel of the recipient and will not be disclosed by such outside legal counsel to employees, officers, or restricted by Applicable Lawdirectors of the recipient, unless express written permission is obtained in advance from the source of the materials.
14.16.3(c) The Parent shall use reasonable best efforts to resolve questions or objections, if any, of any Governmental Entity. Nothing Notwithstanding anything to the contrary in this Section 14.16 requires either Party Agreement, nothing in this Agreement shall require or be construed to consent to the divestiture require Parent or other disposition of any of its Affiliates, in order to obtain the consent or successful termination of any review of any Governmental Entity regarding the Merger, to (i) sell or hold separate, or agree to sell or hold separate, before or after the First Effective Time, any assets, businesses or any interests in any assets or businesses, of Parent or any of its Affiliates’ assets Affiliates or of the Interim Surviving Corporation or the Final Surviving Entity (or to consent to any other structural sale, or conduct remedyagreement to sell, and each Party and its Affiliates has no obligation to contestby Parent or by the Interim Surviving Corporation or the Final Surviving Entity of any assets or businesses, administratively or any interests in courtany assets or businesses), or any ruling, order change in or other action restriction on the operation by Parent of any assets or businesses (including any assets or businesses of the FTCInterim Surviving Corporation or the Final Surviving Entity), DOJ(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 governmental authority outside of the United States terms of this Agreement or any Third Party respecting the Merger, or the transactions contemplated by hereby or thereby, or (iv) 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 AgreementSection 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. 14.16.1All 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”). Unless Jazz notifies ImmunoGen in writing prior 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 [***] Business Day after the Signing Date that it believes that no HSR filing is necessary, each of Jazz and ImmunoGen shall, within [***] Business Days after Signing Date, file transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”), the Antitrust Division of the United States ) and Department of Justice (“DOJ”) and any foreign governmental authority, any HSR Filing required of it 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) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly 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 matter to applicable legal limitations and the instructions of this Agreementany Governmental Authority, which forms shall specifically request early termination keep the other Party apprised of the initial HSR Act waiting period. The Parties shall cooperate with one another status of matters relating to the extent reasonably necessary in transactions contemplated hereby, including promptly furnishing the preparation other Party with copies of material notices or other material communications received by such Party or any such HSR Filing. Each of their respective Affiliates, as the case may be, from any Third Party is responsible for its own costs and expenses. The Parties each agree or any Governmental Authority with respect to pay one-half of the filing fees applicable to the HSR Filings.
14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party shall (a) promptly inform permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (b) respond as promptly as practicable in connection with, any proposed material written communication to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States Governmental Authority with respect to the transactions contemplated hereby; . Each of the Parties agrees, subject to applicable legal limitations and (d) the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion discussion, either in person or by telephone, with DOJ, FTC or governmental authority outside the United States any Governmental Authority in respect of investigation or inquiry concerning the transactions contemplated hereby connection with this Agreement unless it consults with the other Party in advance and, except as prohibited by applicable Law, and gives the other Party the opportunity to attend and participate thereat. The Parties participate, provided, however, that neither Party shall consult and cooperate with each other, 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 in connection with proceedings under or relating to any antitrust law, except as may be prohibited or restricted by Applicable Law.
14.16.3. Nothing in this Section 14.16 requires either Party required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates’ assets Affiliates or to consent to any other structural or conduct remedy, remedy and each neither Party and nor its Affiliates has no shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, any governmental authority outside the United States FTC or DOJ or any Third Party respecting with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (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 both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, 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 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 expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust 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)