Antitrust Laws. (a) Each party hereto shall take promptly all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including filing the Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereof. (b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws. (c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in the context of this Section 6.8, “commercially reasonable efforts” shall include: (i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof; (ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel; (iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities; (iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and (v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers. (d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege. (e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Antitrust Laws. (a) Each party hereto Party shall take promptly use its commercially reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to cause the conditions set forth in Article VI, as the case may be, to be satisfied and to consummate and make effective the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with transactions contemplated by this Agreement and by the transactions Additional Agreements as promptly as practicable. In furtherance and not in limitation of the foregoing, from the date hereof until the Closing Date, the Parties shall use their respective commercially reasonable best efforts to cause to be obtained or to obtain promptly all Governmental Approvals that may be or become necessary for the execution and delivery of, and consummation of the transaction contemplated hereby, including filing by this Agreement and by the Notification and Report Form Additional Agreements. The Parties agree to make all necessary or appropriate filings to obtain such Governmental Approvals as required under the HSR Act by any Governmental Authority or pursuant to any applicable Law with respect to the transactions contemplated by this Agreement with or by the Antitrust Division of Additional Agreements as soon as reasonably practicable and to supply to the Department of Justice appropriate Governmental Authorities any additional information and documentary material that may be requested thereof as soon as reasonably practicable. The Parties shall reasonably assist each other in seeking to obtain all such Governmental Approvals and in making all such filings. Notwithstanding the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereof.
(b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and foregoing or any other Antitrust Laws.
covenant contained herein, Buyer shall not be required to (cnor, without Buyer's written consent, shall Seller or its Affiliates) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) take or commit to resolve take any action if the taking of such objections, if any, as may action would reasonably be asserted with respect expected to deprive Buyer of a material benefit or benefits of the transactions contemplated by this Agreement under any Antitrust Law. Without limiting and by the generality of the foregoingAdditional Agreements, in the context of this Section 6.8, “commercially reasonable efforts” shall include:taken as a whole (a "Burdensome Condition").
(ib) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust AuthorityEach Party shall, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable practicable, notify the other Parties of any material communication it, or any of its Representatives, makes to or receives from any supervisory or Governmental Authority relating to the matters that are the subject of this Agreement or the Additional Agreements and permit the other to review in advance any proposed communication by such Party to any supervisory or Governmental Authority. To the extent permitted by such supervisory or Governmental Authority, each Party agrees to give the other a reasonable opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry. Subject to Section 5.1, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing and in seeking the earliest possible termination of any event within sixty (60) days following applicable waiting periods or suspension effects imposed by any Law. Subject to Section 5.1, each Party shall provide the date other Parties with true, correct and complete copies of all correspondence, filings and material communications between any supervisory or Governmental Authority or members of its receipt thereof;
staff, on the one hand, and the Parties or any of their Representatives (ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be), shall provide on the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filinghand, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting this Agreement or any necessary clearance Additional Agreement or terminating any applicable waiting periodthe transactions contemplated hereby or thereby. Upon the terms and subject to the conditions herein provided, including agreeing the last sentence of Section 5.3(a), in case at any time after the Closing Date any further action is necessary or desirable to hold separate, divest, license secure supervisory approvals or cause a third party Governmental Approvals from any supervisory or Governmental Authority necessary to purchase, assets and/or businesses carry out the purposes of Purchaserthis Agreement or the Additional Agreements, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser Parties shall use its their commercially reasonable best efforts to prevent the entry of any order restraining, enjoining take or prohibiting the sale of the Shares, including by retaining cause to be taken all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellersnecessary action.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Sources: Stock Purchase Agreement (Graham Packaging Holdings Co)
Antitrust Laws. (ai) Each party hereto shall take promptly all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including filing (A) file the Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement Merger with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission no later than the fifth ten (5th10) Business Day Days following the date hereof, and request early termination of the waiting period therein, (B) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Subsidiaries from any Antitrust Authority and (C) cooperate with one another in connection with the preparation of their respective Notification and Report Forms and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority.
(bii) Purchaser shall be responsible for the payment of all All filing fees payable under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act shall be borne equally and any paid when due by the Company, on the one hand, and Parent and Merger Sub, on the other Antitrust Lawshand.
(ciii) Each party hereto shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in In the context of this Section 6.84.5(d)(iii), “commercially reasonable best efforts” shall include, without limitation, the following:
(iA) if Purchaser Parent or Sellers receive the Company receives a formal request for additional information or documentary material from an Antitrust Authority, Purchaser Parent and Sellers the Company shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(iiB) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority Each of Parent and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers Company shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, ’ outside counsel and economists or advisers retained by such counsel;
(iiiC) Purchaser Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Entity regarding any of the transactions contemplated hereby;
(D) Parent at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of PurchaserParent, the Company or any of its SubsidiariesAffiliates, it being understood that Purchaser Parent shall be permitted to negotiate in good faith with the Antitrust Authorities;
(ivE) in In the event any Antitrust Authority initiates a proceeding before any Governmental court, commission, quasi-judicial or Regulatory Authority administrative agency of any federal, state, local, or foreign jurisdiction seeking to restrain, enjoin or prohibit the sale of the SharesMerger, Purchaser Parent shall use its best commercially reasonable efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the SharesMerger, including by retaining all appropriate expert witnesses and consultants. Sellers The Company shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser Parent shall use its best efforts to prevail in the litigationsuch proceedings. Purchaser Parent shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and.
(vF) Purchaser Parent shall not agree with any Antitrust Authority to delay the Closing, unilaterally withdraw its Notification and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, Report Form without the consent of Sellers.
the Company and the Company agrees that such consent shall not be unreasonably withheld. In the event that Parent withdraws its Notification and Report Form, the parties agree that the applicable Notification and Report Form shall be re-filed within two (d2) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any Business Days of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilegedate such Form is withdrawn.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Antitrust Laws. (a) Each party hereto shall take promptly all actions necessary Subject to make the filings required terms and conditions of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement (including Section 6.5(a)), each of Parent, Merger Sub and the Company shall cooperate with the other parties and use (and shall cause their respective subsidiaries to use) their reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement. For purposes hereof, “Antitrust Laws” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or prevention or lessening of competition through merger or acquisition.
(b) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company agrees to make an appropriate filing of a Notification and Report Form required under pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five (5) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take, or cause to be taken, all other commercially reasonable actions consistent with this Section 6.12 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Parent shall be solely responsible for any and all filing fees due under the HSR Act in connection with the filing described above and neither the Company nor any Securityholders shall have any liability with respect to the payment of such filing fees other than its own internal costs as well as costs and expenses of its advisors in connection therewith.
(c) Each of Parent, Merger Sub and the Company shall (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Entity in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by this Agreement with or before a Governmental Entity relating to the transactions contemplated hereby, including any proceeding initiated by a private party, (ii) respond promptly to any request for information from a Governmental Entity in relation to the transactions contemplated hereby, (iii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iv) provide the other party with an opportunity to participate in any material meetings with the Federal Trade Commission no later than Commission, the fifth Antitrust Division of the Department of Justice or any other Governmental Entity, subject to applicable law, and provide the other party with an opportunity to review and provide comments on any material draft submissions, filings or other communications to be provided to the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity (5th) Business Day following any information contained in such draft submissions, filing or other communications that is competitively sensitive may be redacted from the date hereofversion provided to the receiving party, subject to a non-redacted version being provided to the receiving party’s external counsel), and such providing party shall give due consideration to the comments received.
(bd) Purchaser shall be responsible for In furtherance and not in limitation of the payment covenants of all filing fees under the Act against Restraints parties contained in this Section 6.12, each of CompetitionParent, Council Regulation (EEC) No. 4064189, Merger Sub and the HSR Act and any other Antitrust Laws.
(c) Each party hereto Company shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted by a Governmental Entity or other Person with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in the context of this Section 6.8, “commercially reasonable efforts” shall include:
(i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party nothing in this Section 6.12 shall be required require Parent to take agree to dispose or divest any action waiving of Parent’s (or its affiliates) or the attorney-client privilegeCompany’s (or the Subsidiaries) assets, businesses or product lines, or to enter into a hold separate arrangement.
(e) Purchaser shall be responsible for the payment Each of Sellers’ Parent’s, Merger Sub’s and the Company’s expenses obligations under this Section 6.12(e) shall include, without limitation, but subject to the limitation set forth in connection with obtaining Section 6.12(d), (i) the approval obligation to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging consummation of any Antitrust Authoritythe Merger or the other transactions contemplated hereby, including legal fees seeking to avoid the entry of, or have reversed, terminated or vacated, any stay or other injunctive relief which could prevent or delay the Merger or the consummation of the transactions contemplated hereby and expenses(ii) the obligation to use its reasonable best efforts to avoid or eliminate each impediment to satisfying the condition set forth in Section 7.1(a), in substantially complying with each of clauses (i) and (ii) so as to enable the Closing to occur as promptly as is reasonably practicable, but in any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigationevent prior to the Outside Date.
Appears in 1 contract
Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in no event later than August 21, 2000) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing the Notification under applicable Antitrust Laws and Report Form required under the HSR Act in connection with respect to resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement with the initiated by any Antitrust Division of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereofAuthority.
(b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting ; PROVIDED HOWEVER, that the generality Company shall not, without the prior written consent of the foregoingParent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the context reasonable discretion of this Section 6.8Parent, “commercially reasonable efforts” shall include:
(i) if Purchaser materially limits its ability to conduct the business or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject ability to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaserretain, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event affiliates or any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale material portion of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale assets of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of SellersCompany.
(dc) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(ed) Purchaser shall be responsible for For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the payment Federal Trade Commission, the Antitrust Division of Sellers’ the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the Company’s expenses in connection with obtaining transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the approval Sher▇▇▇ ▇▇▇, as amended, the Clay▇▇▇ ▇▇▇, as amended, the HSR Act, the Federal Trade Commission Act, as amended, European Antitrust Laws and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and 51 56 judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information monopolization or documentary material from any Antitrust Authority and in connection with any litigationrestraint of trade.
Appears in 1 contract
Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in no event later than five business days following the date of this Agreement as to initial filings) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing the Notification under applicable Antitrust Laws and Report Form required under the HSR Act in connection with respect to resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement with the initiated by any Antitrust Division of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereofAuthority.
(b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law, including, if necessary, agreeing to or causing the 44 49 divestiture of nonmaterial assets. Without limiting In the generality event that, notwithstanding each party's commercially reasonable best efforts, the requisite approval of Canadian Antitrust Authorities cannot be obtained, and as a result thereof the sole remaining condition to Consummation of the foregoingOffer is the condition set forth in clause (a)(ii) of Annex I with respect to the approval of Canadian Antitrust Authorities, in the context of this Section 6.8, “commercially reasonable efforts” shall include:
then (i) if Purchaser the Company shall have the right to agree to or Sellers receive a formal request for additional information or documentary material from an cause the divestiture of the Company's Canadian assets in such manner as may be permitted by Canadian Antitrust Authority, Purchaser Law and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject upon the earlier to Purchaser’s compliance with occur of such agreement or the consummation of such divestiture the condition set forth in clause (ia)(ii) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority Annex I with respect to the approval of Canadian Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser Authorities shall no longer apply and shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellersdeemed satisfied.
(dc) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(ed) Purchaser shall be responsible for For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the payment Federal Trade Commission, the Antitrust Division of Sellers’ the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the Company’s expenses in connection with obtaining transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the approval Sher▇▇▇ ▇▇▇, as amended, the Clay▇▇▇ ▇▇▇, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Competition Act (Canada), as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information monopolization or documentary material from any Antitrust Authority and in connection with any litigationrestraint of trade.
Appears in 1 contract
Antitrust Laws. (a) Each party hereto shall take promptly all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement Buyer, Buyer Parent and the transactions contemplated hereby, including filing Sellers will (i) cause the Notification and Report Form Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed as soon as possible, but no later than eight (8) Business Days after the date of execution of this Agreement, (ii) request early termination of the waiting period relating to such HSR Act filings, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act, and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement hereby as soon as reasonably practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the Antitrust Division above filings, applications or notifications. Each Party and Buyer Parent shall promptly inform the other Parties of any material communication between itself (including its Representatives) and any Governmental Entity regarding any of the Department transactions contemplated hereby. If a Party, Buyer Parent or any of Justice its respective Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then such Party (or Buyer Parent, if applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to the terms hereof). Buyer and Buyer Parent shall, and shall cause its respective Affiliates to, pay all fees and make other payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or orders, otherwise each Party and Buyer Parent shall pay its own preparation costs and expenses; provided, however, the Federal Trade Commission no later than fees and expenses incurred by the fifth Acquired Entities under this Section 7.2 (5thexpressly excluding the HSR filing fees) Business Day following related to the date hereoftransactions contemplated hereby shall be a Transaction Expense.
(b) Purchaser Seller Representative and Buyer shall be responsible for keep each other apprised of the payment status of all filing fees under matters relating to the Act against Restraints completion of Competitionthe transactions contemplated by this Agreement and, Council Regulation to the extent permissible, promptly furnish the other with copies of notices or other communications between Sellers or Buyer (EEC) No. 4064189including their respective Affiliates and Representatives), as the HSR Act case may be, and any third party or Governmental Entity with respect to such transactions. Seller Representative, on the one hand, and Buyer or Buyer Parent, as applicable, on the other Antitrust Lawshand, shall give the other party hereto and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other party hereto in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each party hereto agrees not to participate in any substantive meeting, conference, or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other party hereto in advance and, to the extent not prohibited by such Governmental Entity, gives the other party hereto the opportunity to attend and participate.
(c) Each party hereto of Buyer, Buyer Parent and Sellers shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the S▇▇▇▇▇▇ Act, as amended, the C▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, the “Antitrust LawLaws”). Without Subject to the other terms of this Section 7.2(c), each of Buyer, Buyer Parent and Sellers shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In connection with and without limiting the generality of the foregoing, each of Buyer and Buyer Parent agrees to use its reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any federal, state and local and non-United States antitrust or competition authority, so as to enable the Parties to close the transactions contemplated by this Agreement as expeditiously as possible (each, a “Remedial Action”), including by (x) committing to and/or effecting, by consent decree, hold separate order or otherwise, the sale or disposition of such assets, securities, facilities or other properties as are required to be divested in order to facilitate the context expiration or termination of the HSR Act waiting period and otherwise obtain all applicable merger control clearances under the HSR Act or other Antitrust Laws and (y) contesting and resisting and seeking to have vacated, lifted, reversed or overturned any order of any Governmental Entity that is in effect that prohibits, prevents or restricts the consummation of the transactions contemplated by this Section 6.8Agreement. Notwithstanding anything to the contrary in this Agreement, “commercially reasonable efforts” neither Buyer nor any of its Affiliates shall include:
be required (i) to hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines or assets, (ii) to agree to any limitation on the operation or conduct of their respective businesses or (iii) to waive any of the conditions set forth in Section 2.6 (any such action or limitation described in clauses (i), (ii) or (iii) are referred to as a “Restriction”, other than Restrictions that solely apply to the business of the Company Group from and after the Closing Date and that relates solely to physical assets of the Company Group (such Restrictions, the “Target Restrictions”)). For the avoidance of doubt, Buyer shall be entitled to all proceeds of any divestiture or Target Restriction that is required by this Section 7.2 if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser the Closing occurs and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following be entitled to the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or SellersInitial Purchase Price, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible adjusted for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of SellersFinal Purchase Price.
(d) Each party hereto During the Pre-Closing Period, each of Buyer and Buyer Parent shall promptly inform not, and shall cause its respective Affiliates and ultimate parent entities not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other parties manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or Equity Interests, if the entering into of any material communication made a definitive agreement relating to, or received by the consummation of such party fromacquisition, merger or consolidation would reasonably be expected to, (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any Antitrust Authority consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any other applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or Regulatory Authority regarding any entering an order prohibiting the consummation of the transactions contemplated herebyby this Agreement; provided, however, that no party shall be required (iii) materially increase the risk of not being able to take remove any action waiving such order on appeal or otherwise; or (iv) materially delay or prevent the attorney-client privilegeconsummation of the transactions contemplated by this Agreement.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Antitrust Laws. Buyer, Merger Sub, Arsenal Blocker Seller and the Company agree to make, and to cause their Affiliates to make, any necessary filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any other applicable antitrust Laws as soon as practicable and no later than six (a6) Each party hereto Business Days after execution of this Agreement, which filings shall include a request for early termination of the applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any other antitrust Laws. Buyer shall, and shall cause its Affiliates to, comply at the earliest practicable date with any request under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or, if applicable, such other antitrust Laws to provide information, documents or other materials requested by any Governmental Authority. Buyer shall, and shall cause its Affiliates to, (i) use their best efforts to resolve as soon as practicable objections, if any, asserted by any Governmental Authority with respect to this Agreement or the Transactions and (ii) take promptly all actions necessary to make obtain termination or expiration of the filings required applicable waiting period and all requisite clearances and approvals under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any other applicable antitrust Laws (collectively, the "Antitrust Conditions") as promptly as practicable and in any event on or prior to July 31, 2017 (the "End Date"), without challenge by any Governmental Authority (including by opposing any motion or action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the consummation of it the Transactions) and otherwise resolve any objections, if any, asserted by any Governmental Authority with respect to this Agreement or the Transactions, including by divesting or holding separate any assets or voting securities, terminating or modifying any existing relationships or contractual rights, limiting conduct or actions to be taken after the Closing, or entering into a consent decree order requiring the divestiture, licensing or holding separate of any assets or voting securities or the termination or modification of existing relationships and contractual rights. The Company may, at its option, extend the End Date so as to permit Buyer to satisfy the Antitrust Conditions. Further, Buyer shall, and shall cause its Affiliates to, coordinate and cooperate with the Company in connection with its efforts to satisfy the Antitrust Conditions, including (i) cooperating in all respects with the Company in connection with any investigation or other inquiry, (ii) keeping the Company promptly informed of any material communication received by Buyer or any of its Affiliates under from any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated herebyGovernmental Authority, including filing the Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the Department of Justice and the Federal Trade Commission no later than or U.S. Department of Justice or similar foreign Governmental Authority, regarding any of the fifth Transactions, (5thiii) Business Day following providing the date hereof.
Company and its advisors with a reasonable opportunity to (bA) Purchaser review and approve the content of any communication, presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission, (B) consult with Buyer prior to any meeting or conference with any Governmental Authority, and (C) to the extent permitted by such Governmental Authority, attend and participate in such meetings or conferences, and (iv) providing such other information and assistance as the Company may reasonably request in connection with the foregoing. Buyer shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and any other Antitrust antitrust Laws.
(c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in the context of this Section 6.8, “commercially reasonable efforts” shall include:
(i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Antitrust Laws. (a) Each party hereto shall (i) take promptly (but in no event later than fifteen Business Days following the date of this Agreement as to initial filings) all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including (ii) comply at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority and (iii) cooperate with one another in connection with any filing the Notification under applicable Antitrust Laws and Report Form required under the HSR Act in connection with respect to resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement with the initiated by any Antitrust Division of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereofAuthority.
(b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting ; provided, however, that the generality Company shall not, without the prior written consent of the foregoingParent, commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the context reasonable discretion of this Section 6.8Parent, “commercially reasonable efforts” shall include:
(i) if Purchaser materially limits its ability to conduct the business or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject ability to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, retain the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale material portion of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale assets of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of SellersCompany.
(dc) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(ed) Purchaser shall be responsible for For purposes of this Agreement, (i) "ANTITRUST AUTHORITIES" means the payment Federal Trade Commission, the Antitrust Division of Sellers’ the Department of Justice, the attorneys general of the several states of the United States and any other Governmental Authority having jurisdiction with respect to the Company’s expenses in connection with obtaining transactions contemplated hereby pursuant to applicable Antitrust Laws and (ii) "ANTITRUST LAW" means the approval Sherman Act, as amended, the Clayton Act, as amended, the HSR ▇▇▇, ▇he Federal Trade Commi▇▇▇▇▇ ▇ct, as amended, and all other Puerto Rico, federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information monopolization or documentary material from any Antitrust Authority and in connection with any litigationrestraint of trade.
Appears in 1 contract
Sources: Merger Agreement (Cemex Sa De Cv)
Antitrust Laws. (a) Each party hereto shall take promptly all actions necessary If a filing with respect to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including filing the Notification and Report Form Merger is required under the HSR Act with respect Act, each of Company and Parent shall cause to be made an appropriate filing of all pre-merger notification and report forms pursuant to the transactions contemplated HSR Act no later than ten (10) Business Days after the date of the Agreement. Each such filing shall request early termination of the waiting period imposed by this Agreement the HSR Act. Prior to making any filing pursuant to the HSR Act, each of Company and Parent shall provide the other Party with all drafts thereof and afford the other Party a reasonable opportunity to comment on such drafts. Company and Parent shall use their respective commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters; provided, that nothing contained in this Agreement shall be deemed to preclude either Company or Parent from negotiating reasonably and in good faith with any Governmental Authority regarding the Federal Trade Commission no later than scope and content of any such requested information or documentation, provided that such negotiations are conducted promptly and diligently. Company and Parent shall use their respective commercially reasonable efforts to overcome any objections that may be raised by the fifth FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Each of Parent and Company shall keep the other Party promptly apprised of any communications with, and inquiries or requests for information from, any such Governmental Authority, including promptly providing to the other Party copies of any such written communications, and shall consult with the other Party in advance of any meeting or conference with any such Governmental Authority (5th) Business Day following and to the date hereofextent permitted by the applicable Governmental Authority, give the other Party the opportunity to attend and participate in any such meeting or conference).
(b) Purchaser shall be responsible for Each of the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws.
(c) Each party hereto Parties shall use its commercially reasonable efforts (which shall include litigation) to resolve such objections, if any, as any objections that may be asserted by any Person with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of In connection with the foregoing, in the context if any Proceeding is instituted or threatened to be instituted challenging any transaction contemplated by this Agreement as violative of this Section 6.8, “commercially reasonable efforts” shall include:
(i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filingLaw, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers the Parties shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate cooperate in good faith in all respects with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall each other and use its best respective commercially reasonable efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses contest and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of resist any such Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, whether temporary, preliminary or permanent, that is in effect and shall not agree to provide advance notice of the Closingthat prohibits, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, prevents or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any restricts consummation of the transactions contemplated hereby; providedby this Agreement, howeverincluding vigorously defending on the merits any claim asserted in any forum by any Person through a final and nonappealable judgment.
(c) Nothing in this Section 7.8 shall require, that no party shall or be required construed to require, Parent to take any action waiving the attorney-client privilege.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenseswhich could, in substantially complying with any formal request for additional information the reasonable judgment of the board of directors of Parent, materially and adversely impact the economic or documentary material from any Antitrust Authority and in connection with any litigationbusiness benefits to Parent of the transactions contemplated by this Agreement.
Appears in 1 contract
Antitrust Laws. The Company shall (ai) Each party hereto shall take promptly all actions necessary to make the any filings required of it or any of its Affiliates under any the HSR Act and other antitrust Laws applicable Antitrust Laws to the Transactions within fifteen (15) Business Days following the date hereof (“HSR Filing Date”); provided that in connection with this Agreement and the transactions contemplated hereby, including filing event that the Notification and Report Form required FTC or the U.S. Department of Justice is closed or not accepting such filings under the HSR Act (“Government Closure”) on the HSR Filing Date, such HSR Filing Date shall be extended, day-for-day, for each Business Day the Government Closure is in effect; (ii) use commercially reasonable efforts to obtain an early termination of any applicable waiting period thereunder and will promptly make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith; (iii) comply at the earliest reasonably practicable date with any request under the HSR Act or other antitrust Laws for additional information, documents or other materials received by it or any of its Affiliates from the FTC or any other Governmental Entity in respect of such filings or such transaction; and (iv) cooperate with Buyer in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of the FTC or any other Governmental Entity under any antitrust Laws with respect to the transactions contemplated by this Agreement any such filing or such transaction. The Company shall use its commercially reasonable efforts to (A) furnish to Buyer all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Antitrust Division of the Department of Justice Transactions and the Federal Trade Commission no later than the fifth (5thB) Business Day following the date hereof.
(b) Purchaser shall be responsible for the payment of all filing fees promptly obtain any clearance required under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws.
antitrust Laws for the consummation of the Transactions. The Company shall promptly inform Buyer of any substantive oral communication with, and provide copies of substantive written communications with, any Governmental Entity regarding any such filings or any such transaction (c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) to resolve such objectionsincluding, if any, as may be asserted with respect to the transactions contemplated extent permitted by this Agreement under applicable Law, providing copies to Buyer of all such written communications from the Company to any Antitrust LawGovernmental Entity prior to submission and considering all reasonable additions, deletions or changes suggested in connection therewith). Without limiting The Company shall not participate (or agree to participate) in any substantive meeting or discussion by it or its Affiliates with any Governmental Entity regarding any such filings or any of the generality of Transactions unless, to the extent reasonably practicable, it consults with Buyer in advance and, to the extent permitted by such Governmental Entity, gives Buyer the opportunity to attend. Notwithstanding the foregoing, in the context of any materials shared under this Section 6.8, “commercially reasonable efforts” shall include:
5.4(b) may be redacted before being provided to Buyer (iA) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following to remove references concerning the date valuation of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiariescompetitively sensitive information, it being understood that Purchaser shall be permitted (B) as necessary to negotiate in good faith comply with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closingcontractual arrangements, and shall not agree (C) as necessary to provide advance notice avoid disclosure of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional competitively sensitive information or documentary material from any Antitrust Authority and in connection with any litigationto address reasonable privilege or confidentiality concerns.
Appears in 1 contract
Antitrust Laws. (a) Each party hereto Subject to the other terms of this Section 8.8, each Party shall use reasonable best efforts to take promptly all actions necessary such action as may be required to make cause the filings required expiration of it the notice periods under the HSR Act or any of its Affiliates under any applicable other Antitrust Laws in connection with this Agreement and respect to such transactions as promptly as possible after the transactions contemplated hereby, including filing Execution Date. Each of the Parties will (i) cause the Notification and Report Form Forms required under pursuant to the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the Department of Justice and the Federal Trade Commission hereby to be filed no later than the fifth fifteen (5th15) Business Day following Days after the date hereof.
Execution Date; (bii) Purchaser shall be responsible for as soon as reasonably practicable submit any other filings required pursuant to any other applicable Antitrust Laws that Buyer in its sole discretion deems necessary, proper and advisable; and (iii) otherwise use its reasonable best efforts to cause the payment expiration or termination of all filing fees the applicable waiting periods under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other applicable Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) to resolve such objections, if any, as may be asserted Laws with respect to the transactions contemplated as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the above filings, applications or notifications. Fifty percent (50%) of all filing fees required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be paid by Buyer and the other fifty percent (50%) of such filing fees shall be paid by the Company.
(b) Each of the Parties will use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the each other in doing, all things, necessary, proper or advisable to make effective as promptly as practicable, but in no event later than the Outside Date, the transactions contemplated by this Agreement Agreement, in accordance with the terms hereof, including obtaining all necessary approvals, orders, permits or other consents of applicable Governmental Entities and expiration or termination of applicable waiting periods and to avoid any action or proceeding by, any Governmental Entity under any Antitrust LawLaws, necessary for the consummation of the transactions contemplated by this Agreement. Without limiting Buyer and the generality of Company will furnish to each other such information and assistance as may be reasonably requested in connection with the foregoing, in the context of this Section 6.8, “commercially reasonable efforts” shall include:
including by (i) if Purchaser timely furnishing to each other all information reasonably required to be included in such documents; (ii) giving the other Party prompt notice of the making or Sellers receive commencement of any request, inquiry, investigation, action or legal proceeding by a formal Governmental Entity or other Person, in each case, with respect to the Merger, (iii) keeping the other Party informed as to the status of any such request, inquiry, investigation, action or legal proceeding; (iv) promptly providing the other with copies of all written communications to or from any Governmental Entity relating to any filings submitted in connection with the transactions contemplated by this Agreement; (v) responding promptly to and complying with any request for additional information or documentary material from an materials under the HSR Act or other Antitrust AuthorityLaws; (vi) keeping each other informed of any communication received or given to any Governmental Entity; (vii) consulting with and permitting the other to review in advance, Purchaser considering in good faith and Sellers shall substantially comply with such formal request as soon as reasonably practicable and incorporating the other Party’s reasonable comments in any event within sixty communication given by it to any Governmental Entity or in connection with any proceeding related to the HSR Act or other competition filing; and (60viii) days following permit the date other to attend meetings and video or telephone conferences with any Governmental Entity, unless prohibited by such Governmental Entity, and each of its receipt thereof;
the Parties shall request that the other Party be permitted to attend such meetings if so requested by such other Party; provided that materials required to be provided pursuant to this Section 8.8(b) may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address attorney-client or other privilege concerns. Any disclosures or provision of copies by one party to the other pursuant to this Section 8.8(b) may be restricted to outside counsel. Buyer shall devise, control and determine the strategy and timing, if necessary, for obtaining any clearances, approvals or consents under any applicable Antitrust Laws, subject to Purchaser’s compliance good faith consultations with clause the Company.
(c) Notwithstanding anything to the contrary contained in Section 8.8(a) & (b) or elsewhere in this Agreement: (i) aboveno Party shall have any obligation under this Agreement to (or to cause any of their respective Subsidiaries or Affiliates to): (A) propose, Sellers shall not frustrate negotiate, agree or impede Purchaser’s strategy commit to or negotiating positions with any Antitrust Authority and promptly upon any filingeffect, Purchaser by consent decree, hold separate order or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaserotherwise, the Company sale, divestiture, disposition or license (or similar arrangement) of, or limit such Party’s or any of its Subsidiaries’ or Affiliates’ freedom of action with respect to, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Sharesbusinesses, Purchaser shall use its best efforts to prevent the entry of any order restrainingequity securities, enjoining product lines or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry assets of any such order; and
(v) Purchaser shall not agree with Party, any Antitrust Authority to delay of its Subsidiaries or Affiliates or any of the Closingacquired entities, and shall not or otherwise propose, proffer, accept or agree to provide advance notice any other undertaking, requirement, obligation, condition, limitation or restriction on any of the Closingbusinesses, equity securities, product lines or assets of any such Party, any of its Subsidiaries or Affiliates or any of the acquired entities; (B) commence or contest any Proceeding relating to the transactions contemplated hereby or any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties transactions contemplated by this Agreement; (C) amend or modify any of any material communication made to, their rights or received by such party from, any Antitrust Authority obligations under this Agreement or any other Governmental agreement entered into in connection with the transactions contemplated hereby or Regulatory Authority regarding any of the other transactions contemplated by this Agreement; or (D) directly or indirectly restructure, or commit to restructure, any of the transactions contemplated herebyby this Agreement; providedand (ii) the Company shall not, howeverand shall ensure that the other acquired entities do not, that no party shall be required agree to take any action waiving of the attorney-client privilege.
actions described in clause “(e) Purchaser shall be responsible for i)” above without the payment prior written consent of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying Buyer. The Parties have no obligation to litigate with any formal request for additional information Governmental Entities or documentary material from to oppose any Antitrust Authority and in connection with enforcement action or remove any litigationcourt or regulatory orders impeding the ability to consummate the transactions contemplated hereby.
Appears in 1 contract
Sources: Business Combination Agreement (Thayer Ventures Acquisition Corp)
Antitrust Laws. (a) Each party hereto shall take promptly all actions necessary to make of the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including filing Parties will (i) cause the Notification and Report Form Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed no later than twenty (20) Business Days after the Effective Date; (ii) request early termination of the waiting period relating to such HSR Act filings; (iii) make an appropriate response to any requests for additional information and documentary material made by a Governmental Entity pursuant to the HSR Act; and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the Antitrust Division above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereoftransactions contemplated hereby. All filing fees required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be Transaction Expenses.
(b) Purchaser The Parties shall be responsible for keep each other apprised of the payment status of all filing fees under matters relating to the Act against Restraints completion of Competitionthe transactions contemplated hereby and, Council Regulation to the extent permissible, promptly furnish the other with copies of notices or other communications between any Party (EEC) No. 4064189including their respective Affiliates and representatives), as the HSR Act case may be, and any third party and/or Governmental Entity with respect to such transactions. Each Party shall give the other Antitrust LawsParty and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated hereby, and to the extent reasonably practicable, give the other party the opportunity to attend and participate in any substantive meeting, conference or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated hereby.
(c) Each party hereto Party shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by hereby under the HSR Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the Federal Trade Commission Act, and any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Subject to the other terms of this Agreement under any Antitrust Law. Without limiting Section 8.8(c), each Party shall use reasonable best efforts to take such action as may be required to cause the generality expiration of the foregoing, in notice periods under the context of this Section 6.8, “commercially reasonable efforts” shall include:
(i) if Purchaser HSR Act or Sellers receive a formal request for additional information or documentary material from an other Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority Laws with respect to Antitrust Laws such transactions as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, promptly as possible after the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of SellersEffective Date.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Sources: Business Combination Agreement (CC Neuberger Principal Holdings I)
Antitrust Laws. (a) Each party hereto shall promptly take promptly all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including filing the Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereof. The parties hereto agree to request early termination of the applicable waiting period under the HSR Act. Between the date hereof and the Closing Date, Purchaser, on the one hand, and Sellers, on the other hand, agree to cooperate with each other and to take all actions reasonably requested by the other to enable early termination of any applicable waiting period under the HSR Act.
(b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 40641894064/189, the HSR Act and any other Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in the context of this Section 6.8, “commercially reasonable efforts” shall include:;
(i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided provided, that access to any such filing, information or documentation willshall, at such party’s request request, be restricted re- stricted to such other parties, party’s outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser Purchaser, at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, Sellers, the Company EDP Companies or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authoritiestheir respective Affiliates;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the SharesEquity Interests or the Singapore Assets, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the SharesEquity Interests or the Singapore Assets, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, Closing to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby and shall provide the other party with a copy of any such written communication unless the receiving party believes in good faith that doing so would be prohibited by applicable Laws or if, in the reasonable judgment of such party’s legal counsel, providing such copy could materially and adversely affect such party’s efforts to obtain approval of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s EDP Companies’ expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Antitrust Laws. (a) Each party hereto shall take promptly all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement Buyers and the transactions contemplated hereby, including filing Sellers will (i) cause the Notification and Report Form Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed no later than ten (10) Business Days after the date of execution of this Agreement, (ii) request early termination of the waiting period relating to such HSR Act filings, (iii) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act, and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement hereby as soon as possible. The Parties shall use reasonable best efforts to obtain as soon as possible, and to cooperate with each other to obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the Antitrust Division above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the Department transactions contemplated hereby. If a Party or any of Justice its Affiliates receives any formal or informal request for supplemental information or documentary material (including any “second request” in connection with the HSR Act) from any Governmental Entity with respect to the transactions contemplated hereby, then such Party shall make, or cause to be made, as promptly as practicable, a response in compliance with such request. Buyers shall, and shall cause their Affiliates to, pay all fees and make other payments required by applicable Law (including the Federal Trade Commission no later than the fifth (5thHSR Act) Business Day following the date hereofto any Governmental Entity in order to obtain any such approvals, consents, or orders.
(b) Purchaser Seller Representative and Buyers shall be responsible for keep each other apprised of the payment status of all matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications between Sellers or Buyers (including their respective Affiliates and representatives), as the case may be, and any third-party or Governmental Entity with respect to such transactions. Seller Representative, on the one hand, and Buyers, on the other hand, shall give the other Party and its counsel a reasonable opportunity to review in advance, and consider in good faith the views and input of the other Party in connection with, any proposed material communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each Party agrees not to participate in any substantive meeting, conference, or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate. Buyers shall not, and shall cause their Affiliates not to, without the prior written consent of Seller Representative, (i) “pull-and-refile,” pursuant to 16 C.F.R. § 803.12, any filing fees made under the Act against Restraints of CompetitionHSR Act, Council Regulation (EECii) No. 4064189extend or restart the waiting, review or investigation period under any applicable Antitrust Law or (iii) offer, negotiate or enter into any commitment or agreement, including any timing agreement, with any Governmental Entity to delay the consummation of, to extend the review or investigation period applicable to, or not to close before a certain date, the HSR Act and any other Antitrust Lawstransactions contemplated hereby.
(c) Each party hereto of Buyers and Sellers shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition through merger or acquisition (collectively, the “Antitrust Laws”). Each of Buyers and Sellers shall use reasonable best efforts to take such action as may be required to cause the expiration or termination of all waiting or notice periods under the HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as soon as possible after the execution of this Agreement.
(d) In connection with and without limiting the foregoing, Buyers agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Entity or other Person so as to enable the Parties to close the transactions contemplated by this Agreement as soon as possible (and in any event no later than the Outside Date), including taking all such action as may be necessary or advisable to resolve such objections, if any, as any Governmental Entity or other Person may assert under any applicable Antitrust Laws with respect to the transactions contemplated hereby provided, however, that Buyers shall not be required to divest any assets. At the request of Seller Representative, each Buyer shall, and shall cause their Affiliates to, use its reasonable best efforts to vigorously contest, resist, defend, litigate on the merits and appeal, including through the issuance of a final, non-appealable order or other Law, any Proceeding brought by a Governmental Entity or other Person, whether judicial or administrative, challenging or seeking to delay, restrain or prohibit the consummation of the transactions contemplated hereby. Without For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, and without limiting the generality of the foregoing, in Buyers shall, and shall cause their Affiliates to, if necessary to eliminate any impediment under the context of this Section 6.8HSR Act or any other Antitrust Law that is asserted by any Governmental Entity or any other Person, “commercially reasonable efforts” shall include:
offer, propose, negotiate, agree and commit to and effect, by consent decree, hold separate order or otherwise, (i) if Purchaser conduct of business restrictions, including restrictions on Buyers’ or Sellers receive a formal request for additional information their Affiliates’ ability to manage, operate or documentary material from an Antitrust Authorityown any assets, Purchaser businesses or interests, and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) aboveany other change or restructuring of Buyers, Sellers shall not frustrate Buyers’ Affiliates or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority the Acquired Entities and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in actions and non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority actions with respect to Antitrust Laws as a requirement for granting any necessary clearance assets, businesses or terminating any applicable waiting periodinterests of Buyers, including agreeing to hold separate, divest, license Buyers’ Affiliates or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilegeAcquired Entities.
(e) Purchaser Buyers shall be responsible for not, and shall cause their Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the payment assets of Sellers’ and or equity in, or by any other manner, any Person, or otherwise acquire or agree to acquire any assets or Equity Interests, if the Company’s expenses entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation, could (i) impose material delay in connection with the obtaining of, or increase the approval risk of not obtaining, any clearances, approvals or consents of any Antitrust AuthorityGovernmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an order or other Law prohibiting the consummation of the transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such order or other Law on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated by this Agreement; provided, including legal fees and expenses, in substantially complying with that the foregoing clauses (i) through (iv) shall not apply to any formal request for additional information acquisition of the interests of Crestwood Permian Basin Holdings LLC by Affiliates of Buyers from FR XIII Crestwood Permian Basin Holdings LLC or documentary material from any Antitrust Authority and in connection with any litigationits Affiliates.
Appears in 1 contract
Sources: Equity Purchase Agreement (Crestwood Equity Partners LP)
Antitrust Laws. (a) Each party hereto shall take promptly all actions necessary to make of the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including filing Parties will (i) cause the Notification and Report Form Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed no later than ten (10) Business Days after the Effective Date; (ii) request early termination of the waiting period relating to such HSR Act filings (if available); (iii) make an appropriate response to any requests for additional information and documentary material made by a Governmental Entity pursuant to the HSR Act; and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the Antitrust Division above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereoftransactions contemplated hereby. All filing fees required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be Transaction Expenses.
(b) Purchaser The Parties shall be responsible for keep each other apprised of the payment status of all filing fees under matters relating to the Act against Restraints completion of Competitionthe transactions contemplated hereby and, Council Regulation to the extent permissible, promptly furnish the other with copies of notices or other communications between any Party (EEC) No. 4064189including their respective Affiliates and representatives), as the HSR Act case may be, and any third party or Governmental Entity with respect to such transactions. Each Party shall give the other Antitrust LawsParty and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the transactions contemplated hereby, and to the extent reasonably practicable, give the other party the opportunity to attend and participate in any substantive meeting, conference or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated hereby.
(c) Each party hereto Party shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement hereby under the HSR Act, the S▇▇▇▇▇▇ Act, the C▇▇▇▇▇▇ Act, the Federal Trade Commission Act, and any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, the “Antitrust LawLaws”). Without limiting Subject to the generality of the foregoing, in the context other terms of this Section 6.88.8(c), “commercially each Party shall use reasonable efforts” shall include:
(i) if Purchaser best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or Sellers receive a formal request for additional information or documentary material from an other Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority Laws with respect to Antitrust Laws such transactions as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, promptly as possible after the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of SellersEffective Date.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Sources: Business Combination Agreement (Roth CH Acquisition III Co)
Antitrust Laws. (a) Each party hereto shall (i) take promptly all actions necessary to make the filings required of it or any of its Affiliates affiliates under any the applicable Antitrust Laws (as defined in Section 4.3(e) hereof) in connection with this Agreement and the transactions contemplated hereby, including filing (ii) comply at the Notification and Report Form required under earliest practicable date with any request for additional information or documentary material received by it or any of its affiliates from the HSR Act with respect to Federal Trade Commission (the transactions contemplated by this Agreement with "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") and (iii) cooperate with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the Federal Trade Commission no later than the fifth transactions contemplated by this Agreement initiated by any Antitrust Authority (5thas defined in Section 4.3(e) Business Day following the date hereof).
(b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable all best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in the context of this Section 6.8, “commercially reasonable "best efforts” " shall include:, without limitation: 57
(i) in the case of each of Parent and Bord▇▇:
(A) filing with the appropriate Antitrust Authorities no later than the business day following the date hereof a Notification and Report Form with respect to the transactions contemplated by this Agreement; and
(B) if Purchaser Parent or Sellers receive Bord▇▇ ▇▇▇eives a formal second request for additional information or documentary material and documents from an Antitrust Authority, Purchaser and Sellers shall substantially comply complying with such formal second request as soon as reasonably practicable and in any event within sixty (60) 21 days following the date of its receipt thereof;
(ii) in the case of Parent only:
(A) (1) filing with the appropriate Antitrust Authorities, and causing each of Parent's Affiliates and/or Permitted Assignees and/or other Persons with whom Parent or any of its Permitted Assignees intends to consummate any transaction related to any of the assets or businesses of Holdings or its Subsidiaries or related to any assets or businesses of Parent, Parent's Affiliates and/or Permitted Assignees, in either case in connection with, or in order to permit the consummation of, the transactions contemplated hereby (such Affiliates of Parent, Permitted Assignees and other Persons, collectively, "Related Transaction Parties") to file with the appropriate Antitrust Authorities, no later than five business days following the date hereof a Notification and Report Form with 58 respect to any and all such transactions (including without limitation any and all such transactions contemplated by Parent's filing under Section 4.3(b)(i)(A)) for which such a filing with the appropriate Antitrust Authorities is required and (2) if Parent or Related Transaction Party receives a second request for information and documents from an Antitrust Authority, substantially complying (and causing each applicable Related Transaction Party to substantially comply) with such second request within 21 days following the date of its receipt thereof; and
(B) taking any and all actions and doing any and all other things necessary, proper or advisable to cause the condition contained in Section 5.1(b)(ii) hereof to be satisfied and to permit the Closing to occur as soon as possible but in any event on or prior to the Earliest Bord▇▇ Antitrust Termination Date (as defined below) (it being understood that, without limiting Parent's obligations hereunder, the timing of the Closing shall be as set forth in Section 1.4); and
(iii) in the case of Bord▇▇ ▇▇▇y, subject to Purchaser’s Parent's compliance with clause clauses (i) and (ii) above, Sellers shall not frustrate frustrating or impede Purchaser’s impeding Parent's strategy or negotiating positions with any Antitrust Authority and promptly upon any filingAuthority, Purchaser or Sellers, as except to the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a extent such strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or would cause a third party to purchase, assets and/or businesses of Purchaser, the Company or Bord▇▇ ▇▇ any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required Affiliates to take any action waiving the attorney-client privilegewith respect to their assets or businesses, other than actions required by this Agreement with respect to Holdings and its Subsidiaries and their assets and businesses.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Antitrust Laws. (a) Each party hereto shall take promptly all actions necessary to make of the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including filing Parties will: (i) cause the Notification and Report Form Forms required pursuant to the HSR Act with respect to the Transactions to be filed no later than ten Business Days after the Effective Date; (ii) request early termination of the waiting period relating to such HSR Act filings (if available); (iii) make an appropriate response to any requests for additional information and documentary material made by a Governmental Entity pursuant to the HSR Act; and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement Transactions as soon as practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the Antitrust Division above filings, applications or notifications. Each Party shall promptly inform the other Parties of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereofTransactions. All filing fees required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders shall be Transaction Expenses.
(b) Purchaser The Parties shall be responsible for keep each other apprised of the payment status of all filing fees under matters relating to the Act against Restraints completion of Competitionthe Transactions and, Council Regulation to the extent permissible, promptly furnish the other with copies of notices or other communications between any Party (EEC) No. 4064189including their respective Affiliates and representatives), as the HSR Act case may be, and any third party or Governmental Entity with respect to such transactions. Each Party shall give the other Antitrust LawsParty and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the Transactions, and to the extent reasonably practicable, give the other party the opportunity to attend and participate in any substantive meeting, conference or discussion, either in person or by telephone, with any Governmental Entity in connection with the Transactions.
(c) Each party hereto Party shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement Transactions under the HSR Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the Federal Trade Commission Act, and any other Laws or Orders that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, the “Antitrust LawLaws”). Without limiting Subject to the generality of the foregoing, in the context other terms of this Section 6.89.7, “commercially each Party shall use reasonable efforts” shall include:
(i) if Purchaser best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or Sellers receive a formal request for additional information or documentary material from an other Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority Laws with respect to Antitrust Laws the Transactions as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, promptly as possible after the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of SellersEffective Date.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Sources: Business Combination Agreement (MDH Acquisition Corp.)
Antitrust Laws. (a) Each party hereto shall of Parent, PCP and the Company shall: (i) as promptly as practicable on December 18, 2017, take promptly all actions necessary to make the file or cause to be filed any filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including filing the Notification and Report Form Forms required under pursuant to the HSR Act (and, in connection therewith, request early termination); (ii) use reasonable best efforts to take all actions necessary to obtain HSR Clearance and any other consents required from any Governmental Body or authority having jurisdiction with respect to the transactions contemplated by this Agreement hereby pursuant to applicable Antitrust Laws (“Antitrust Authorities”); and (iii) at the earliest practicable date, comply with the Antitrust Division of the Department of Justice and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereof.
(b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in the context of this Section 6.8, “commercially reasonable efforts” shall include:
(i) if Purchaser formal or Sellers receive a formal informal written request for additional information or documentary material received by it or any of its Affiliates from an any Antitrust Authority. Each of Parent, Purchaser PCP and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in the Company will: (A) promptly notify each other of any event within sixty (60) days following substantive written communication made to or received by Parent, PCP or the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or SellersCompany, as the case may be, shall provide the other party a complete copy of any filing with from any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; (B) subject to applicable law, permit each other to review in advance any proposed substantive written communication to any such Antitrust Authority and incorporate reasonable comments thereto; (C) not agree to participate in any substantive meeting or discussion with any such Antitrust Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Antitrust Authority, gives the other Party the opportunity to attend and (D) furnish each other with copies of all substantive correspondence, filings and written communications between such Party and their Affiliates and their respective Agents, on one hand, and any such Antitrust Authority or its respective staff, on the other hand, in each case, with respect to this Agreement and the transactions contemplated hereby (provided, however, that no party the Parties shall not be required to take share the Notification and Report Form filings made under the HSR Act and that any action waiving the attorney-client privilegeinformation may be deemed outside counsel only).
(eb) Purchaser Without limiting the foregoing, Parent shall use its reasonable best efforts to avoid or eliminate any impediment under any Antitrust Law so as to: (i) enable the Parties hereto to close the transactions contemplated by this Agreement as promptly as possible; and (ii) avoid any lawsuit by any Governmental Body which would otherwise have the effect of preventing or delaying the Closing beyond the End Date. In furtherance of the foregoing, Parent’s efforts shall include: (A) defending through litigation on the merits, including appeals, any lawsuit asserted in any court or other proceeding by any Person; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent, its Affiliates or the Company Group, including entering into customary ancillary agreements on commercially reasonable terms relating to any such sale, divestiture or disposition of such assets or businesses; (C) agreeing to any limitation on the conduct of Parent, its Affiliates, and the Company Group; and (D) agreeing to take any other reasonable action as may be required by any Governmental Body in order to (1) obtain all necessary consents, approvals and authorizations as soon as reasonably possible, and in any event before the End Date; (2) avoid the entry of, or to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect as part of any lawsuit and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement; or (3) effect the expiration or termination of any waiting period, which would otherwise have the effect of preventing or delaying the Closing beyond the End Date. Parent shall be responsible for the payment of Sellers’ all filing fees required under the HSR Act and the Company’s expenses in connection with obtaining the approval of any other Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigationLaw.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Total System Services Inc)
Antitrust Laws. (a) Each party hereto In furtherance and not in limitation of Section 4.2, within five Business Days after the date of this Agreement, Parent shall, or shall take promptly all actions necessary to make cause Merger Sub to, on the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement one hand, and the transactions contemplated herebyCompany shall, including filing or shall cause its subsidiaries to, on the Notification other hand, make any and Report Form all filings which are required under the HSR Act and any other Antitrust Law with respect to the transactions contemplated by this Agreement Agreement. The Company shall furnish to Parent, and Parent shall, and shall cause Merger Sub to, furnish to the Company, such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other Antitrust Division of Law. The Company shall promptly inform Parent, and Parent shall promptly inform the Department of Justice Company, as to any material communications with, and any inquiries or requests for additional information from, the United States Federal Trade Commission no later than and the fifth United States Department of Justice; to the extent practicable, Parent and the Company shall each permit the Company or Parent (5thas the case may be) Business Day following to review in advance and consider in good faith the date hereof.
other Party’s reasonable comments in any communication given by it to any Governmental Entity, and, to the extent there are any meetings or substantive telephone or video calls with any Governmental Entity, the Company and Parent shall each permit the other to attend such meetings or calls unless prohibited by such Governmental Entity; provided that materials required to be provided pursuant to this Section 4.4 may be restricted to outside counsel and may be redacted (bi) Purchaser to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address legal privilege concerns. Each Party shall be responsible for the payment use its respective Reasonable Efforts to comply as promptly as possible with any such inquiry or request. Each Party hereby covenants and agrees to use Reasonable Efforts to secure termination of all filing fees any waiting periods under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) Law, to obtain the approval of any Governmental Entity necessary to consummate the transactions contemplated hereby and to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, in the context of this Section 6.8, “commercially reasonable efforts” shall include:
(i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authority, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party nothing contained herein shall be required require Parent, Merger Sub or any of their respective affiliates to (a) agree to sell, divest, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action waiving that could limit its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets, or (b) litigate, pursue or defend against any administrative or judicial action or proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the attorney-client privilegetransactions contemplated hereby as violative of any Antitrust Law. Parent and the Company shall each be responsible for 50% of the filing fees payable under the HSR Act and any other Antitrust Law. The Parties acknowledge and agree that the Company’s liability for 50% of the fees as described in the foregoing sentence shall be included as an accrued liability in the Final Statement for purposes of determining Closing Net Working Capital to the extent that the Company has not paid such fees prior to the Closing.
(eb) Purchaser Prior to the Closing Date, no Party hereto shall take any action that could reasonably be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining expected to adversely affect or materially delay the approval of any Governmental Entity, or the expiration or termination of any waiting period under Antitrust AuthorityLaws, including legal fees by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person that competes with the Company. The Parties further covenant and expensesagree, in substantially complying with any formal request for additional information respect to a threatened or documentary material from any Antitrust Authority and in connection with any litigationpending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties to consummate the transactions contemplated herein, to use Reasonable Efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.
Appears in 1 contract
Antitrust Laws. (a) Each party hereto shall take promptly all actions necessary to make of Buyer, the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement Company and the transactions contemplated hereby, including filing Seller will (i) cause the Notification and Report Form Forms required pursuant to the HSR Act with respect to the transactions contemplated hereby to be filed as soon as possible, but no later than 25 Business Days after the date of execution of this Agreement, (ii) request early termination of the waiting period relating to such HSR Act filings, if early termination is available at such time, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Entity pursuant to the HSR Act, and (iv) otherwise use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement hereby as soon as reasonably practicable. The Parties shall use reasonable best efforts to promptly obtain, and to cooperate with each other to promptly obtain, all authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Entity in connection with the Antitrust Division above filings, applications or notifications. Each Party shall promptly inform the other Party of any material communication between itself (including its representatives) and any Governmental Entity regarding any of the Department transactions contemplated hereby. If a Party or any of Justice its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then such Party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request (subject to the terms hereof). The cost for the HSR filing fees, and all other fees and other payments required by applicable Law to any Governmental Entity in order to obtain any such approvals, consents, or Orders, in each case, related to the Federal Trade Commission no later than the fifth transactions contemplated hereby, shall be paid 50% by Buyer and 50% by Seller (5th) Business Day following the date hereofwhich portion shall be borne as a Transaction Expense).
(b) Purchaser The Company, Seller and Buyer shall be responsible for keep each other apprised of the payment status of all filing fees under matters relating to the Act against Restraints completion of Competitionthe transactions contemplated by this Agreement and, Council Regulation (EEC) No. 4064189to the extent permissible, promptly furnish the other with copies of notices or other communications among Seller, the HSR Act Company or Buyer (including their respective Affiliates and representatives), as the case may be, and any other Antitrust LawsPerson or Governmental Entity with respect to the completion of such transactions. The Company or Seller, on the one hand, and Buyer, on the other hand, shall give the other Party and its counsel a reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other Party in connection with, any proposed material written communication to any Governmental Entity relating to the completion of the transactions contemplated by this Agreement. Each Party agrees not to participate in any substantive meeting, conference, or discussion, either in person or by telephone, with any Governmental Entity in connection with the completion of the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate.
(c) Each party hereto of Buyer, Seller, and the Company shall use its commercially reasonable best efforts (which shall include litigation) to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, Orders, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, the “Antitrust LawLaws”). Without limiting Subject to the generality of the foregoing, in the context other terms of this Section 6.87.12, “commercially each of Buyer, Seller and the Company shall use reasonable efforts” shall include:
best efforts to take such reasonable action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything herein to the contrary, (i) if Purchaser neither Buyer nor its Affiliates shall be obligated to contest any final action or Sellers receive a formal request for additional information or documentary material from an Antitrust Authoritydecision taken by any Governmental Entity challenging the consummation of the transactions contemplated by this Agreement, Purchaser and Sellers shall substantially comply with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers in no event shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection with the development and implementation of a strategy and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company Buyer or any of its SubsidiariesAffiliates be required to (A) sell or otherwise dispose of, it being understood that Purchaser shall be permitted hold separate or agree to negotiate in good faith with sell or dispose of, any assets, categories of assets or businesses of the Antitrust Authorities;
Company, Buyer or any of their respective Affiliates, (ivB) terminate existing relationships, contractual rights or obligations, (C) amend or terminate existing licenses or other intellectual property agreements or enter into new licenses or other intellectual property agreements or (D) agree to any material limitation or alteration in the event manner in which Buyer or its Affiliates (including with respect to the Company) conduct their businesses in the future, in each case to avoid, prevent or terminate any Antitrust Authority initiates a proceeding before action by any Governmental or Regulatory Authority seeking to Entity that would restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to otherwise prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any consummation of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilegeby this Agreement.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
Appears in 1 contract
Sources: Equity Purchase Agreement (Array Technologies, Inc.)
Antitrust Laws. (a) Each party hereto shall take promptly all actions Sellers and Buyer agree to make, and to cause their Affiliates to make, any necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including filing the Notification and Report Form required under the HSR Act and under PROJECT EMERALD – PURCHASE AND SALE AGREEMENT PAGE 47 the Laws relevant to the filings listed in Section 2.4(a) of the Disclosure Schedule as promptly as reasonably practicable after execution of this Agreement. Buyer shall, and shall cause its Affiliates to, respond at the earliest practicable date with any request under the HSR Act or any other antitrust Laws to provide information, documents or other materials requested by any Governmental Body. Buyer shall, and shall cause its Affiliates to take all actions necessary to, (A) resolve as soon as practicable objections, if any, asserted by any Governmental Body with respect to this Agreement or the transactions contemplated by this Agreement and (B) obtain promptly all consents, approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or Orders from any Governmental Body necessary in connection with the Antitrust Division consummation of the Department transactions contemplated by this Agreement, including to secure the termination or expiration of Justice the applicable waiting period and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereof.
(b) Purchaser shall be responsible for the payment of all filing fees requisite clearances and approvals under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, the HSR Act and any other antitrust Laws (collectively, the “Antitrust Laws.
(cConditions”) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) as promptly as practicable and in any event on or prior to the End Date, without challenge by any Governmental Body, and otherwise resolve such any objections, if any, as may be asserted by any Governmental Body with respect to this Agreement or the transactions contemplated by this Agreement, including, but not limited to, by (x) seeking to prevent the initiation of, and defending any Proceeding challenging this Agreement under any Antitrust Law. Without limiting or the generality consummation of the foregoingtransactions contemplated hereby, in (y) avoiding the context entry of, or causing to be lifted or rescinded any injunction, judgment, order or ruling entered by any Governmental Body adversely affecting the ability of the Parties to consummate the transactions contemplated by this Section 6.8Agreement, “commercially reasonable efforts” shall include:
and (iz) if Purchaser divesting or Sellers receive holding separate any assets or voting securities, terminating or modifying any existing relationships or contractual rights, or entering into a formal request for additional information consent decree order requiring the divestiture or documentary material from an Antitrust Authorityholding separate of any assets or voting securities or the termination or modification of existing relationships and contractual rights. Further, Purchaser each of Buyer and Sellers shall, and shall substantially comply cause their Affiliates to, coordinate and cooperate with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of in connection with efforts to obtain all consents, approvals, authorizations, declarations, releases, waivers, licenses, franchises, permits, certificates or orders from any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party Governmental Body necessary in connection with the development and implementation consummation of a strategy and negotiating positions the transactions contemplated by this Agreement, including satisfying the Antitrust Conditions which shall include (1) cooperating in all respects with the other in connection with any Antitrust Authorities; provided that access to any such filinginvestigation or other inquiry, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii2) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform keeping the other parties promptly informed of any material communication made tofrom any Governmental Body, including the Federal Trade Commission or received by such party from, any Antitrust Authority U.S. Department of Justice or any other similar foreign Governmental or Regulatory Authority Body regarding any of the transactions contemplated hereby; provided, however, that no party shall be required (3) providing the other and its advisors with a reasonable opportunity to take (I) review and comment upon any action waiving the attorney-client privilege.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying proposed communication with any formal request for additional information or documentary material from any Antitrust Authority Governmental Body and consider in good faith the views of the other in connection with any litigation.analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal or other communication to be made or submitted in connection with any request, inquiry, investigation, action or legal proceeding of a Governmental Body, (II) consult with the other prior to any meeting or conference with any Governmental Body, (III) to the extent permitted by such Governmental Body, attend and participate in such meetings or conferences, and (IV) providing
Appears in 1 contract
Sources: Purchase and Sale Agreement (Emergent BioSolutions Inc.)
Antitrust Laws. (a) Each party hereto shall take promptly all actions Buyer and the Seller agree to make, and to cause their Affiliates to make, any necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection Competition Law as soon as practicable after execution of this Agreement. Each Party will, and will cause its Affiliates to, comply at the earliest practicable date with this Agreement any request under any applicable Competition Law to provide information, documents or other materials requested by any Governmental Authority. Each Party will, and the transactions contemplated herebywill cause its Affiliates to, including filing the Notification and Report Form required under the HSR Act use their commercially reasonable efforts to (i) resolve as soon as practicable objections, if any, asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement with the Antitrust Division and (ii) obtain expiration of the Department applicable waiting period and all requisite clearances and approvals under such applicable Competition Laws (collectively, the “Antitrust Conditions”) as promptly as practicable and in any event on or before March 15, 2022 (or until June 15, 2022, if Buyer’s Board of Justice Directors (in its sole discretion) has extended the period of time to consummate a business combination in accordance with its Organizational Documents, or such later date as Buyer (under the authority of its Board of Directors) and the Federal Trade Commission no later than the fifth (5th) Business Day following the date hereof.
(b) Purchaser shall be responsible for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189Seller may mutually agree, the HSR Act “End Date”), without challenge by any Governmental Authority, and otherwise resolve any other Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement under any Antitrust LawAgreement. Without limiting the generality of the foregoingFurther, in the context of this Section 6.8each Party will, “commercially reasonable efforts” shall include:
(i) if Purchaser or Sellers receive a formal request for additional information or documentary material from an Antitrust Authorityand will cause its Affiliates to, Purchaser coordinate and Sellers shall substantially comply cooperate with such formal request as soon as reasonably practicable and in any event within sixty (60) days following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing Parties in connection with any their efforts to satisfy the Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party Conditions or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party otherwise in connection with the development and implementation requirements of a strategy and negotiating positions this Section 6.03(b), including (A) cooperating in all respects with the other Parties in connection with any Antitrust Authorities; provided that access to investigation or other inquiry, (B) keeping the other Parties promptly informed of any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained material communication received by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority with respect to Antitrust Laws as a requirement for granting any necessary clearance or terminating any applicable waiting period, including agreeing to hold separate, divest, license or cause a third party to purchase, assets and/or businesses of Purchaser, the Company Party or any of its Subsidiaries, it being understood that Purchaser shall be permitted to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates a proceeding before Affiliates from any Governmental or Regulatory Authority seeking to restrain, enjoin or prohibit the sale of the Shares, Purchaser shall use its best efforts to prevent the entry of any order restraining, enjoining or prohibiting the sale of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects of the defense of such proceedings and Purchaser shall use its best efforts to prevail in the litigation. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however(C) providing the other Parties and their advisors with a reasonable opportunity to (1) review any proposed communication by such Party or its Affiliates with any Governmental Authority, that no party shall be required (2) consult with such Party before any meeting or conference with any Governmental Authority, (3) to take any action waiving the attorney-client privilege.
extent permitted by such Governmental Authority, attend and participate in such meetings or conferences, and (e4) Purchaser shall providing such other information and assistance as such Party may reasonably request in connection with the foregoing. Buyer and the Seller will each be responsible for the payment of Sellers’ one-half of all filing fees under any applicable Competition Law. Notwithstanding anything to the contrary in this Agreement, if any objections are raised or asserted with respect to the transactions contemplated hereby under any applicable Competition Law or if any Proceeding is instituted (or threatened to be instituted) by any Governmental Authority challenging the transactions contemplated hereby as being in violation of any applicable Competition Law, or which would otherwise prevent, impede, or delay the consummation of the transactions contemplated hereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or actions so as to permit the consummation of the transactions contemplated hereby as soon as reasonably practicable; provided that, and notwithstanding anything to the Company’s expenses contrary set forth herein, no Party will be required to enter into any Contracts or take any other actions to resolve any such objections or actions if such a Contract or other action would reasonably be expected, individually or in the aggregate, to (i) prevent consummation of the transactions contemplated hereby, (ii) result in the transactions contemplated hereby being rescinded, (iii) require or compel Buyer to divest, dispose of, license, or hold separate any portion of the business, operations, assets, or product lines of Buyer or its Affiliates, or (iv) restrict, prohibit or limit the ability of Buyer or any of its Affiliates to conduct their business. In no event shall Buyer or any of its Affiliates be obligated to (x) enter into any settlement, undertaking, consent decree, stipulation or Contract with any Governmental Authority in connection with obtaining the approval transactions contemplated hereby or (y) litigate or participate in the litigation of any Antitrust AuthorityProceeding, including legal fees and expenseswhether juridical or administrative, in substantially complying with brought by any formal request for additional information Governmental Authority challenging or documentary material from seeking to restrain, prohibit, or place conditions on the consummation of the transactions contemplated hereby or the ownership or operation by Buyer or any Antitrust Authority and in connection with any litigationof its Affiliates of all or a portion of their respective businesses.
Appears in 1 contract
Sources: Securities Purchase Agreement (Globis Acquisition Corp.)
Antitrust Laws. (a) Each party hereto shall take promptly all actions necessary Under the provisions of the HSR Act applicable to make the filings required Offer, the acquisition of it or any Shares under the Offer may not be consummated until the expiration of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and a 15-calendar day waiting period following the transactions contemplated hereby, including filing by the Parent of a Notification and Report Form required under the HSR Act with respect to the transactions contemplated by this Agreement with Offer, unless the Parent receives a request for additional information or documentary material from the Antitrust Division of the Department of Justice and (the "Antitrust Division") or the Federal Trade Commission no later than (the fifth (5th"FTC") Business Day following or unless early termination of the waiting period is granted. If, within the initial 15-calendar day waiting period, either the Antitrust Division or the FTC requests additional information or material from the Parent concerning the Offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date hereof.
(b) Purchaser shall be responsible of substantial compliance by the Parent with such request. Only one extension of the waiting period pursuant to a request for the payment of all filing fees under the Act against Restraints of Competition, Council Regulation (EEC) No. 4064189, additional information is authorized by the HSR Act and any other Antitrust Laws.
(c) Each party hereto shall use its commercially reasonable efforts (which shall include litigation) to resolve Act. Thereafter, such objections, if any, as waiting period may be asserted extended only by court order or with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality consent of the foregoingParent. In practice, in the context of this Section 6.8, “commercially reasonable efforts” shall include:
(i) if Purchaser or Sellers receive complying with a formal request for additional information or documentary material from an Antitrust Authoritycan take a significant amount of time. Pursuant to the HSR Act, Purchaser and Sellers shall substantially comply with such formal request the Parent will file, as soon promptly as reasonably practicable and in any event within sixty (60) days on or following the date of its receipt thereof;
(ii) subject to Purchaser’s compliance with clause (i) above, Sellers shall not frustrate or impede Purchaser’s strategy or negotiating positions with any Antitrust Authority and promptly upon any filing, Purchaser or Sellers, as the case may be, shall provide the other party a complete copy of any filing with any Antitrust Authority (subject to redaction of financial information in non-overlapping codes and other material not reasonably needed by the other party or disclosure of which is prohibited by Antitrust Laws) and each of Purchaser and Sellers shall promptly respond to any request from the other for information or documentation reasonably requested by the other party in connection hereof with the development Antitrust Division and implementation of the FTC, a strategy Notification and negotiating positions with any Antitrust Authorities; provided that access to any such filing, information or documentation will, at such party’s request be restricted to such other parties, outside counsel and economists or advisers retained by such counsel;
(iii) Purchaser at its sole cost, shall timely comply with all restrictions and conditions, if any, specified or imposed by any Antitrust Authority Report Form with respect to the proposed purchase of Shares pursuant to the Offer. The Antitrust Laws Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as a requirement for granting the proposed acquisition of the Company by the Purchaser. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary clearance or terminating any applicable waiting perioddesirable in the public interest, including agreeing seeking to hold separate, divest, license enjoin the purchase of Shares pursuant to the Offer or cause a third party to purchase, the consummation of the proposed Merger or seeking the divestiture of Shares acquired by the Purchaser or the divestiture of substantial assets and/or businesses of Purchaser, the Company or any its subsidiaries or the Parent or its subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. 30 33 Based upon an examination of its Subsidiariespublicly available information relating to the business in which the Parent and the Company are engaged, it being understood the Parent and the Purchaser believe that the acquisition of Shares by the Purchaser shall will not violate the antitrust laws. There can be permitted no assurance that a challenge to negotiate in good faith with the Antitrust Authorities;
(iv) in the event any Antitrust Authority initiates Offer on antitrust grounds will not be made or, if such a proceeding before any Governmental or Regulatory Authority seeking to restrainchallenge is made, enjoin or prohibit the sale of the result thereof. Federal Reserve Board Regulations. The margin regulations promulgated by the Federal Reserve Board place restrictions on the amount of credit that may be extended for the purpose of purchasing margin stock (including the Shares, ) if such credit is secured by directly or indirectly by margin stock. The Purchaser shall use its best efforts to prevent and the entry of any order restraining, enjoining or prohibiting Parent believe that the sale financing of the Shares, including by retaining all appropriate expert witnesses and consultants. Sellers shall be permitted to participate in all aspects acquisition of the defense of such proceedings and Purchaser shall use its best efforts Shares will not be subject to prevail in the litigationmargin regulations. Purchaser shall be responsible for the payment of its own expenses, including legal fees and expenses, in seeking to prevent the entry of any such order; and
(v) Purchaser shall not agree with any Antitrust Authority to delay the Closing, and shall not agree to provide advance notice of the Closing, to any Antitrust Authority, in each case, without the consent of Sellers16.
(d) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental or Regulatory Authority regarding any of the transactions contemplated hereby; provided, however, that no party shall be required to take any action waiving the attorney-client privilege.
(e) Purchaser shall be responsible for the payment of Sellers’ and the Company’s expenses in connection with obtaining the approval of any Antitrust Authority, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Antitrust Authority and in connection with any litigation.
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Sources: Acquisition Agreement (Whitehall Street Real Estate Limited Partnership Vii)