Common use of Conduct of Interactions with Government Entities Clause in Contracts

Conduct of Interactions with Government Entities. Subject to applicable Laws relating to the exchange of information, Parent shall have the right to direct all matters with any Governmental Entity consistent with its obligations under this Section 5.10; provided, that Parent and the Company shall have the right to review in advance and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection with, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Transactions. In exercising the foregoing rights, the Company and Parent shall act reasonably and as promptly as practicable. With regard to any sharing of information contemplated under this Section 5.10(d), (i) any disclosure of information shall be been done in a manner consistent with applicable Law; (ii) information may be withheld as necessary to address reasonable attorney-client privilege concerns or comply with contractual obligations; (iii) any Party, as it deems advisable or necessary to address reasonable confidentiality concerns, may redact any confidential information or designate such information as for “outside counsel only” and (iv) materials provided to a Party or its counsel may be redacted to remove references concerning the valuation for the Transactions. Neither the Company nor Parent shall permit any of its officers or any other representatives or agents to participate in any pre-scheduled meeting with any Governmental Entity in respect of any filing, investigation or other inquiry relating to the Transactions unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat.

Conduct of Interactions with Government Entities. Subject to applicable Laws relating to the exchange of information, Parent the Parties shall have the right to direct cooperate on all matters with any Governmental Entity consistent with its obligations under in respect of any filing, investigation, inquiry or litigation relating to the Transactions or the other matters contemplated by this Section 5.105.3, including Section 5.3(c); provided that, in the event of disagreement between the Parties, Parent shall have final decision-making authority with respect to proceedings under the HSR Act or any other Antitrust Law; provided, further, that Parent and the Company or its outside legal counsel shall have the right to review in advance and, to the extent practicable, each Parent will consult with the other on and consider in good faith the views of the other Company in connection with, all the information relating to Parent or the Company, as the case may be, Company and any of their respective Subsidiaries, its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Transactions. In exercising Subject to the foregoing rightspreceding sentence and to the extent not prohibited by applicable Law, Parent, on the Company one hand, and Parent shall act reasonably the Company, on the other hand, shall, in connection with this Agreement and as promptly as practicable. With regard the Transactions, with respect to any sharing of information contemplated under this Section 5.10(d), actions taken on or after the date hereof: (i) promptly notify the other Party of, and if in writing, furnish the other Party with copies of (or, in the case of oral communications, advise the other Party of) any disclosure of information shall be been done in a manner consistent substantive communications from or with applicable Lawany Governmental Entity; (ii) information may be withheld as necessary consult with and permit the other Party to address reasonable attorney-client privilege concerns review and discuss in advance, and consider in good faith the view of the other Party in connection with, any proposed substantive written or comply oral communication with contractual obligationsany Governmental Entity; (iii) any Party, as it deems advisable or necessary to address reasonable confidentiality concerns, may redact any confidential information or designate such information as for “outside counsel only” and (iv) materials provided to a Party or its counsel may be redacted to remove references concerning the valuation for the Transactions. Neither the Company nor Parent shall permit any of its officers or any other representatives or agents to not participate in any pre-scheduled substantive meeting or have any substantive communication with any Governmental Entity in respect of any filing, investigation or other inquiry relating to the Transactions unless it consults with has given the other Party a reasonable opportunity to consult with it in advance and, to the extent permitted not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat.therein; (iv) promptly furnish the other Party’s outside legal counsel with copies of all filings and communications between it and any such Governmental Entity with respect to this Agreement; and (v) promptly furnish