Reasonable Best Efforts; Notification. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its 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 other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (a) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (b) the obtaining of all necessary actions or nonactions, waivers and Consents from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (c) the obtaining of all necessary Consents or waivers from third parties; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such Consent or waiver may be required (other than nominal filing or application fees), (d) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay, order or injunction entered by any court or other Governmental Entity preventing consummation of any of the Transactions vacated or reversed and (e) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the other Transaction Agreements. In connection with and without limiting the foregoing, (i) the Company and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions and (ii) Parent, on behalf of itself and its subsidiaries and affiliates, is hereby deemed to have granted any consent with respect to, and waived compliance with any requirements of, any term or provision of any Contract or arrangement in effect as of the date of this Agreement, between and among Parent or any of its subsidiaries or affiliates, on the one hand, and the Company or any Company Subsidiaries or affiliates, on the other hand, to the extent necessary in order to consummate the Transactions without resulting in a breach, default or other violation of any such Contract or arrangement. Notwithstanding the foregoing, the Company and its Representatives shall not be prohibited under this Section 7.03 from taking any action permitted by Section 6.02.
Appears in 1 contract
Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its 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 other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (ai) substantially complying with a request for additional documents or information under the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicableHSR Act or any comparable request from any other Governmental Entity, (bii) the obtaining of all necessary actions or nonactionsnon-actions, waivers and Consents from Governmental Entities and from, the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent or waiver from, or to avoid an action or proceeding by, Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (c) the obtaining of all necessary Consents or waivers from third parties; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such Consent or waiver may be required (other than nominal filing or application fees), (diii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including avoiding the entry of and seeking to have any stay, injunction, temporary restraining order or injunction other restraint entered by any court or other Governmental Entity preventing consummation of any of the Transactions lifted, vacated or reversed and (eiv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the other Transaction AgreementsAgreement. In connection with and without limiting the foregoing, (i) the Company and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.
(b) Without limiting the generality of the parties’ obligations under Section 5.03(a), and in furtherance thereof, Parent and the Company shall, in consultation and cooperation with the other (i) within ten business days of the date of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required under the HSR Act for the Merger or any of the other Transactions, (ii) as promptly as practicable after the date of this Agreement, take all actions necessary to submit a draft notification with the European Commission, if any, required under the EC Merger Regulation for the Merger or any of the other Transactions and (iii) as promptly as practicable after the date of this Agreement make all appropriate filings with respect to all other applicable Foreign Merger Control Laws. Any such filings shall be in substantial compliance with the requirements of the HSR Act, the EC Merger Regulation or the other applicable Foreign Merger Control Law, as the case may be. Each of Parent and the Company shall (A) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act, the EC Merger Regulation or any other applicable Foreign Merger Control Laws, (B) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the DOJ, the European Commission and any other Governmental Entity regarding the Merger or any of the other Transactions, and permit the other party to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other party in connection with any such filings, submissions, communications, inquiries or requests, (C) unless prohibited by applicable Law or by the applicable Governmental Entity, and to the extent reasonably practicable, (1) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of the Merger or any of the other Transactions without the other party, (2) give the other party reasonable prior notice of any such meeting or conversation, (3) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (4) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement, the Merger or any of the other Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and (5) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement, the Merger and the other Transactions and (iiD) Parentcomply with any inquiry or request from the FTC, on behalf of itself and its subsidiaries and affiliatesthe DOJ, is hereby deemed the European Commission or any other Governmental Entity as promptly as reasonably practicable. Any information provided by a party in response to have granted a request for additional information from the FTC, the DOJ, the European Commission or any consent with respect to, and waived other Governmental Entity shall be in substantial compliance with any the requirements of, any term or provision of any Contract or arrangement in effect as of the date of HSR Act, the EC Merger Regulation or the other applicable Foreign Merger Control Law, as the case may be. Notwithstanding anything to the contrary contained in this Agreement, between but subject to Parent’s obligations set forth in this Section 5.03, Parent shall have the right, following consultation with the Company and among after giving due consideration to its views and acting reasonably and in good faith, to direct all matters with any Governmental Entity consistent with its obligations hereunder and Parent shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances.
(c) Notwithstanding anything to the contrary in this Agreement (including under Sections 5.03(a) and 5.03(b)) but subject to the immediately following sentence, the reasonable best efforts of Parent and Merger Sub shall not be deemed to include proposing, negotiating, committing, agreeing to, permitting to be done or effecting the sale, divestiture, disposal, lease, license, holding separate (including by establishing a trust or otherwise) or other disposition of or limitation, condition or restriction on (including any amendment or modification to any existing limitation, condition or restriction on), the products, assets, operations or businesses of its subsidiaries or affiliates, on the one hand, Company and the Company Subsidiaries or any of Parent and its affiliates, or conduct remedies or other mitigation in respect of the products, assets, operations or businesses of the Company and the Company Subsidiaries or affiliatesof Parent and its affiliates (any such sale, on divestiture, disposal, lease, license, holding separate, disposition, limitation, condition, restriction, conduct remedy or other mitigation, a “Remedial Action”). Notwithstanding the other handimmediately preceding sentence, Parent shall be required to accept and agree to any Remedial Actions sought to be imposed by Governmental Entities to the extent necessary such Remedial Actions are consistent in order scope and magnitude with those contained in the DOJ Consent Decree or Federal Communications Commission Order in connection with Parent’s acquisition of a controlling interest in NBCUniversal, but only (i) with respect to consummate the Transactions without resulting in Company and the Company Subsidiaries and (ii) for a breach, default or other violation period of any such Contract or arrangementtime not to exceed three years from the Effective Time. Notwithstanding the foregoingIn addition, the Company shall not accept any Remedial Action without Parent’s prior written consent or direction, in which case the Company shall accept any such conditions and its Representatives take any such actions as directed by Parent; provided that the Company shall not be prohibited under this Section 7.03 from taking required to accept any action permitted by Section 6.02such conditions or take any such actions that are not conditioned upon consummation of the Transactions.
Appears in 1 contract
Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, Agreement each of the parties shall use its 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 other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (a) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (bi) the obtaining of all necessary actions or nonactions, waivers waivers, consents and Consents approvals from Governmental Entities Entities, including, without limitation, the execution of any documents required to be filed in accordance with the New Jersey Industrial Site Recovery Act, and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent any necessary approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act, (cii) the obtaining of all necessary Consents consents, approvals or waivers from third parties; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such Consent or waiver may be required (other than nominal filing or application fees), (diii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactions, including seeking to have any stay, stay or temporary restraining order or injunction entered by any court or other Governmental Entity preventing consummation of any of the Transactions vacated or reversed and (eiv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the other Transaction Agreements. In connection with and without limiting the foregoing, (i) the Company and the Company Board shall (A) take all commercially reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement Agreement, and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all commercially reasonable action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions Transactions.
(b) Notwithstanding anything to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii) Parentneither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, on behalf of itself and its subsidiaries and affiliateslicenses, is hereby deemed hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have granted a Parent Material Adverse Effect or a Company Material Adverse Effect.
(c) Except as provided below, nothing in this Section 7.03 or any consent other part of this Agreement shall require Parent to refrain from entering into any agreement with respect to, and waived compliance with any requirements or issuing Parent common stock or other consideration in connection with, a business combination with, or an acquisition of, another Person or any term businesses or provision assets of any Contract or arrangement in effect as of another Person after the date of this AgreementAgreement and prior to the Effective Time (a "Subsequent Transaction"). In the event of a Subsequent Transaction, between Parent shall agree to any divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) on a timely basis that are necessary in order to obtain approval of the transactions contemplated by this Agreement under applicable competition laws that would not otherwise have been required in order to obtain such approval but for the Subsequent Transaction. Parent will promptly advise the Company in writing if it enters into an agreement relating to a Subsequent Transaction that is reasonably likely to have a material adverse impact under applicable competition law on the timely completion of the Transactions and among thereafter keep the Company apprised of the status of such Subsequent Transaction.
(d) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by the Transaction Agreements, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its subsidiaries or affiliatesSubsidiaries, on the one handfrom any Governmental Entity with respect to Transactions.
(e) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company Company, of, and such party shall use its reasonable best efforts to prevent, or promptly remedy (i) any representation or warranty made by it contained in any Transaction Agreement that is qualified as to becoming untrue or inaccurate in any respect or any Company Subsidiaries such representation or affiliateswarranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, on condition or agreement to be complied with or satisfied by it under any Transaction Agreement; provided, however, that no such notification shall affect the other handrepresentations, warranties, covenants or agreements of the parties or the conditions to the extent necessary in order to consummate obligations of the Transactions without resulting in a breach, default or parties under any other violation of any such Contract or arrangement. Notwithstanding the foregoing, the Company and its Representatives shall not be prohibited under this Section 7.03 from taking any action permitted by Section 6.02Transaction Agreement.
Appears in 1 contract
Sources: Merger Agreement (Foilmark Inc)
Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its 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 other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (a) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (bi) the obtaining of all necessary or advisable actions or nonactionsnon-actions, waivers waivers, consents and Consents approvals from Governmental Entities and the making of all necessary or advisable registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (cii) the obtaining of all necessary Consents or advisable consents, approvals or waivers from third parties; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such Consent or waiver may be required (other than nominal filing or application fees), (diii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Document or the consummation of any of the Transactions, including seeking to have any stay, stay or temporary restraining order or injunction entered by any court or other Governmental Entity preventing consummation of any of the Transactions vacated or reversed and (eiv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the other Transaction AgreementsDocuments. In connection with and without limiting the foregoing, Domtar shall (i) the Company and the Company Board shall (A) take all action necessary to ensure that no the take-over provisions of the Canadian Securities Legislation and the state takeover statute statutes or similar statute statutes or regulation is or becomes regulations are not and do not become applicable to any Transaction or this Agreement or any other Transaction Agreement Document and (Bii) if the Canadian Securities Legislation or any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction AgreementDocument, take all action necessary to ensure that the Merger Arrangement and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Documents. Each of the parties hereto shall keep the other parties reasonably informed of its progress in obtaining any necessary or advisable Consents and otherwise Governmental Approvals.
(b) Domtar shall give prompt notice to minimize Weyerhaeuser and Newco, and Weyerhaeuser and Newco shall give prompt notice to Domtar of (i) any representation or warranty made by it contained in any Transaction Document that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under any Transaction Document; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under the Transaction Documents.
(c) Nothing in Section 6.07(a) shall require any of the parties or any of their respective subsidiaries to (i) pay any consideration to any third party from whom any consents, approvals, or waivers are requested, other than filing fees paid to Governmental Entities, or (ii) dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of any assets or limits on its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing in order to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Transactions relating to the Competition Act, the HSR Act, the Investment Canada Act or other antitrust, competition or pre-merger notification, trade regulation law, regulation or order (“Review Laws”) or to avoid the entry of, or to effect of such statute the dissolution of, any injunction, temporary restraining order or regulation other order in any suit or proceeding relating to Review Laws, other than dispositions, limitations, consents or commitments that individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Merger Newco Business and Domtar Business, taken as a whole.
(d) Each of Domtar, Weyerhaeuser and the other Spinco Parties shall (i) file or cause to be filed as promptly as practicable with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) all notification and report forms that may be required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act, and (ii) Parentmake such other filings as promptly as practicable as are necessary under the Review Laws and shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. No party shall include in any such filing, on behalf notification or report form referred to in clauses (i) and (ii) of itself the immediately preceding sentence a request for early termination or acceleration of any applicable waiting periods without the prior written consent of the other parties. Any such filing, notification and its subsidiaries report form and affiliatessupplemental information shall be in substantial compliance with the requirements of the HSR Act and other Review Laws. Each of Domtar, Weyerhaeuser and the Spinco Parties shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with their preparation of any filing or submission that is hereby deemed to have granted necessary under the HSR Act and other Review Laws. Each of Domtar, Weyerhaeuser and the Spinco Parties shall keep each other apprised of the status of any consent with respect tocommunications with, and waived compliance any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Entity and shall comply with any requirements ofsuch inquiry or request as promptly as practicable. Domtar, Weyerhaeuser and the Spinco Parties shall not have any term or provision substantive contact with any Governmental Entity in respect of any Contract filing or arrangement in effect as of the date of proceeding contemplated by this Agreement, between and among Parent or any of its subsidiaries or affiliates, on the one hand, and the Company or any Company Subsidiaries or affiliates, on Section unless it consults with the other handparties in advance and, to the extent necessary permitted by such Governmental Entity, gives the other party or parties the opportunity to participate.
(e) Without limiting the generality of the first sentence of Section 6.07(a), each of Weyerhaeuser and Domtar shall use its reasonable best efforts to cooperate with Spinco and Newco in order connection with the financing contemplated by the New Debt Commitment Letter, including using (and causing its subsidiaries to consummate use) reasonable best efforts to satisfy all conditions precedent to be satisfied by the Transactions without resulting Spinco Parties in a breachthe New Debt Commitment Letter, default or other violation providing information to and permitting the financing sources and their representatives access to the Newco Business and the Domtar Business, respectively, participating in meetings with prospective investors and participating (and permitting members of any such Contract or arrangement. Notwithstanding its senior management to participate) in bank meetings in connection with the foregoingfinancing, participating in meetings with rating agencies, participating in drafting sessions related to the offering materials for the debt financing contemplated by the New Debt Commitment Letter, causing the present and former independent accountants for Weyerhaeuser and Domtar, respectively, to participate in drafting sessions related to the offering materials for the debt financing contemplated by the New Debt Commitment Letter and making work papers available to the respective parties, the Company financing sources and its Representatives shall not be prohibited under this Section 7.03 from taking any action permitted by Section 6.02their respective representatives.
Appears in 1 contract
Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, Agreement each of the parties shall use its 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 other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (a) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (bi) the obtaining of all necessary actions or nonactions, waivers waivers, consents and Consents approvals from Governmental Entities Entities, including, without limitation, the execution of any documents required to be filed in accordance with the New Jersey Industrial Site Recovery Act, and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent any necessary approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act, (cii) the obtaining of all necessary Consents consents, approvals or waivers from third parties; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such Consent or waiver may be required (other than nominal filing or application fees), (diii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of any of the Transactions, including seeking to have any stay, stay or temporary restraining order or injunction entered by any court or other Governmental Entity preventing consummation of any of the Transactions vacated or reversed and (eiv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the other Transaction Agreements. In connection with and without limiting the foregoing, (i) the Company and the Company Board shall (A) take all commercially reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement Agreement, and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all commercially reasonable action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions Transactions.
(b) Notwithstanding anything to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii) Parentneither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, on behalf of itself and its subsidiaries and affiliateslicenses, is hereby deemed hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have granted a Parent Material Adverse Effect or a Company Material Adverse Effect.
(c) Except as provided below, nothing in this SECTION 7.03 or any consent other part of this Agreement shall require Parent to refrain from entering into any agreement with respect to, and waived compliance with any requirements or issuing Parent common stock or other consideration in connection with, a business combination with, or an acquisition of, another Person or any term businesses or provision assets of any Contract or arrangement in effect as of another Person after the date of this AgreementAgreement and prior to the Effective Time (a "SUBSEQUENT TRANSACTION"). In the event of a Subsequent Transaction, between Parent shall agree to any divestitures, licenses, hold separate arrangements or similar matters (including covenants affecting business operating practices) on a timely basis that are necessary in order to obtain approval of the transactions contemplated by this Agreement under applicable competition laws that would not otherwise have been required in order to obtain such approval but for the Subsequent Transaction. Parent will promptly advise the Company in writing if it enters into an agreement relating to a Subsequent Transaction that is reasonably likely to have a material adverse impact under applicable competition law on the timely completion of the Transactions and among thereafter keep the Company apprised of the status of such Subsequent Transaction.
(d) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by the Transaction Agreements, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its subsidiaries or affiliatesSubsidiaries, on the one handfrom any Governmental Entity with respect to Transactions.
(e) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company Company, of, and such party shall use its reasonable best efforts to prevent, or promptly remedy (i) any representation or warranty made by it contained in any Transaction Agreement that is qualified as to becoming untrue or inaccurate in any respect or any Company Subsidiaries such representation or affiliateswarranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, on condition or agreement to be complied with or satisfied by it under any Transaction Agreement; PROVIDED, HOWEVER, that no such 45 notification shall affect the other handrepresentations, warranties, covenants or agreements of the parties or the conditions to the extent necessary in order to consummate obligations of the Transactions without resulting in a breach, default or parties under any other violation of any such Contract or arrangement. Notwithstanding the foregoing, the Company and its Representatives shall not be prohibited under this Section 7.03 from taking any action permitted by Section 6.02Transaction Agreement.
Appears in 1 contract