Regulatory and Other Authorizations; Notices and Consents. (a) The Company shall promptly make any filings required under the HSR Act or any other applicable Law for the making of the Articles Amendments, the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares. The Company agrees to furnish the Subscribers with such necessary information and reasonable assistance as the Subscribers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act, or to any Governmental Authority pursuant to any European national antitrust, competition or merger laws and regulations. Any such actions with respect to the conversion of the Participating Shares or the issuance of any additional Participating Shares in accordance with the terms of the Participating Shares, shall be taken by the Company at such times as the Subscribers reasonably shall so request. The Company shall, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares, and shall keep the Subscribers fully apprized of their actions with respect thereto. (b) Each of the Subscribers shall promptly make any filings which it is required to make under the HSR Act or any other applicable Law with respect to the subscription for the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, and the Subscribers agree to furnish the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act or to any Governmental Authority pursuant to any European Community or European national antitrust, competition or merger laws or regulations. The Subscribers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Subscribers with respect to the purchase of the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, and shall keep the Company fully apprised of its actions with respect thereto. (c) Each of the parties hereto shall use their reasonable best efforts to give such notices and obtain all other authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Registration Rights Agreement and will cooperate with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals.
Appears in 1 contract
Sources: Subscription Agreement (Danka Business Systems PLC)
Regulatory and Other Authorizations; Notices and Consents. (a) The Each of Parent and Purchaser shall use, and Parent shall cause the Acquired Companies to use, its commercially reasonable efforts to obtain promptly all Consents of all Governmental Authorities or Self-Regulatory Organizations that may be or become necessary for the performance of its and the other parties’ obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement. Parent and Purchaser shall cooperate in promptly seeking to obtain all such Consents; provided, however, that Parent and the Company shall not be required to pay any fees or other payments to any such Governmental Authorities or Self-Regulatory Organizations in order to obtain any such Consent (other than normal filing fees that are imposed by Law, including HSR filing fees which shall be paid in equal parts by Parent and Purchaser). Parent shall cause SAI to prepare and file, as soon as reasonably practicable after the date of this Agreement, the application for approval of a change in ownership or control under FINRA Rule 1017 and Purchaser shall promptly provide all information reasonably requested by Parent to complete such application. Neither Parent (and Parent shall cause the Company not to) nor Purchaser shall knowingly enter into any acquisition or other agreement, make any filings announcement with respect to any transaction or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authority or Self-Regulatory Organization in respect of the transactions contemplated hereby. Parent and Purchaser each agree to make, or to cause to be made: (i) an appropriate filing of a notification and report form pursuant to the HSR Act and (ii) any other filing or notification required by any other antitrust or competition Laws of applicable foreign jurisdictions, in each case, with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or any other antitrust or competition Laws of applicable foreign jurisdictions. If any objections are asserted with respect to the transactions contemplated hereby under the HSR Act or any other antitrust or competition Laws of applicable Law for the making foreign jurisdictions or if any suit or proceeding is instituted or threatened in writing by any Governmental Authority or any private party challenging any of the Articles Amendmentstransactions contemplated hereby as violative of the HSR Act or any other antitrust or competition Laws of applicable foreign jurisdictions, each of Parent and Purchaser shall use its commercially reasonable efforts to promptly resolve such objections.
(b) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority or Self-Regulatory Organization relating to the matters that are the subject of this Agreement and, subject to applicable Law, Governmental Orders and Self-Regulatory Organization Authorizations, permit the other party to review in advance any proposed communication by such party to any Governmental Authority or Self-Regulatory Organization relating to the matters that are the subject of this Agreement. Neither Parent nor Purchaser, as applicable, shall agree to participate in any meeting with any Governmental Authority or Self-Regulatory Organization in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority or Self-Regulatory Organization, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, applicable Law, privilege, Governmental Orders and Self-Regulatory Organization Authorizations, the allotment parties to this Agreement shall coordinate and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares. The Company agrees to furnish the Subscribers cooperate fully with each other in exchanging such necessary information and reasonable providing such assistance as the Subscribers other party may reasonably request in connection with their preparation the foregoing and (i) in seeking early termination of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act, or to any Governmental Authority pursuant to any European national antitrust, competition or merger laws and regulations. Any such actions with respect to the conversion of the Participating Shares or the issuance of any additional Participating Shares in accordance with the terms of the Participating Shares, shall be taken by the Company at such times as the Subscribers reasonably shall so request. The Company shall, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares, and shall keep the Subscribers fully apprized of their actions with respect thereto.
(b) Each of the Subscribers shall promptly make any filings which it is required to make applicable waiting periods including under the HSR Act or and any other applicable Law antitrust or competition Laws of applicable foreign jurisdictions and (ii) obtaining the Company Required Regulatory Approvals. Subject to the Confidentiality Agreement, applicable Law, privilege, Governmental Orders and Self-Regulatory Organization Authorizations, the parties to this Agreement shall provide each other party with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or Self-Regulatory Organization or members of their staff, on the other hand, with respect to the subscription for the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, this Agreement and the Subscribers agree to furnish the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act or to any Governmental Authority pursuant to any European Community or European national antitrust, competition or merger laws or regulations. The Subscribers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made transactions contemplated by any Governmental Authority pertaining to the Subscribers with respect to the purchase of the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, and shall keep the Company fully apprised of its actions with respect theretothis Agreement.
(c) Each Parent and Purchaser have agreed to the forms of notice, substantially in the forms set forth in Exhibit B (the “Client Investment Advisory Contract Notices”), that the Company or any of the parties hereto shall use their reasonable best efforts applicable Company Subsidiaries will send to give such notices and obtain all other authorizations, consents, orders and approvals each client of all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, the Company and the performance applicable Company Subsidiaries under the applicable Client Investment Advisory Contracts as soon as practicable after the date hereof. The consent of its obligations pursuant tosuch client to the assignment or deemed assignment of any Client Investment Advisory Contract resulting from the transactions contemplated hereby shall be deemed given for any and all purposes of this Agreement, the transactions contemplated hereby and the applicable Client Investment Advisory Contract as a result of sending the applicable Client Investment Advisory Contract Notice to such client, unless such client, at least five (5) Business Days prior to the Closing Date, has affirmatively stated orally or in writing to the Company or the applicable Company Subsidiaries that such client does not so consent or shall have otherwise terminated such client’s Client Investment Advisory Contract. If the Company or any Company Subsidiary receives any such oral or written notice, then Parent shall cause the applicable Company Subsidiaries to terminate any such Client Investment Advisory Contract on or prior to the Closing Date. The consent process set forth in this Section 4.03(c)) shall be the only consent required from any client of the Company and the Company Subsidiaries under the applicable Client Investment Advisory Contracts in connection with this Agreement and the Registration Rights transactions contemplated hereby for any and all purposes under this Agreement and will cooperate with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvalstransactions contemplated hereby (including the adequacy thereof).
Appears in 1 contract
Sources: Stock Purchase Agreement (Ladenburg Thalmann Financial Services Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) The Company shall promptly make any filings required under the HSR Act or any other applicable Law for the making of the Articles Amendments, the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares. The Company agrees to furnish the Subscribers with such necessary information and reasonable assistance as the Subscribers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act, or to any Governmental Authority pursuant to any European national antitrust, competition or merger laws and regulations. Any such actions with respect to the conversion of the Participating Shares or the issuance of any additional Participating Shares in accordance with the terms of the Participating Shares, shall be taken by the Company at such times as the Subscribers reasonably shall so request. The Company shall, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares, and shall keep the Subscribers fully apprized of their actions with respect thereto.
(b) Each of the Subscribers shall promptly make any filings which it is required to make under the HSR Act or any other applicable Law with respect to the subscription for the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, Seller and the Subscribers agree to furnish the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act or to any Governmental Authority pursuant to any European Community or European national antitrust, competition or merger laws or regulations. The Subscribers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Subscribers with respect to the purchase of the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, and shall keep the Company fully apprised of its actions with respect thereto.
(c) Each of the parties hereto Purchaser shall use their its reasonable best efforts to give such notices and obtain promptly all other authorizations, consents, orders and approvals Consents of all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its and the other Party’s obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the Registration Rights Ancillary Agreements. The Seller and the Purchaser shall each be responsible for paying any fees and other costs (including legal and consultant fees) incurred by that Party relating to any Consents, including fees and other costs relating to the preparation of any filings or submissions to any Governmental Authority; provided, however, that the Seller shall not be required to pay any fees or other payments to any Governmental Authority in order to obtain any such Consent. Neither the Seller nor the Purchaser shall knowingly enter into any agreement to acquire, or make any announcement that it has entered into or intends to enter into any acquisition agreement to acquire, a U.S. national multifamily Internet listing service company, the acquisition of which by the Purchaser or the Seller could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authority contemplated by this Agreement and will the Ancillary Agreements. The Seller and the Purchaser each agree to (i) make, or to cause to be made, an appropriate filing of a notification and report form pursuant to the HSR Act within ten Business Days after the date of this Agreement (ii) make, or to cause to be made, any other filing or notification required by any other Competition Laws and otherwise advisable, with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, and (iii) to supply as promptly as practicable any additional information and documentary and other material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Competition Laws. If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violating any Competition Law, each of the Purchaser and the Seller shall use its reasonable best efforts to promptly resolve such objections in order to enable the transactions contemplated by this Agreement and the Ancillary Agreements to be consummated as promptly as practicable; provided, however, that notwithstanding the foregoing, the Purchaser and the Seller shall have the right, but not the obligation, to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement under any Competition Law, including seeking to have any stay, injunction, or temporary restraining order entered by any court or other Governmental Authority vacated or reversed. Notwithstanding anything to the contrary in this Agreement or the Ancillary Agreements, neither the Purchaser nor the Seller shall be required to take or agree to take any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require or result in the sale, divestiture or other direct or indirect disposition of any assets or rights of the Purchaser, the Seller, or any of their respective Affiliates, except in the case of the Purchaser or any of its Affiliates as would not reasonably be expected to result in a loss by the Purchaser of a material benefit or material benefits, after taking into account the adverse effect of the proposed actions on the Purchaser and its Affiliates (including, for these purposes, the Purchased Assets), arising from or relating to the transactions contemplated by this Agreement or the Ancillary Agreements, or (ii) limit the Purchaser’s, the Seller’s, or any of their respective Affiliates’ freedom of action with respect to, or its or their ability to retain, conduct, consolidate or otherwise control, any of the Purchaser’s or its Affiliates’ assets or businesses, or any of the Seller’s or its Affiliates’ assets or businesses, respectively, except in the case of the Purchaser or any of its Affiliates as would not reasonably be expected to result in a loss by the Purchaser of a material benefit or material benefits, after taking into account the adverse effect of the proposed actions on the Purchaser and its Affiliates (including, for these purposes, the Purchased Assets), arising from or relating to the transactions contemplated by this Agreement or the Ancillary Agreements (any such condition described in the foregoing clauses (i) and (ii), a “Burdensome Condition”).
(b) In furtherance and not in limitation of Section 7.3(a), each Party shall (i) cooperate with each other to determine whether any Consents (other than HSR Act filings) are required or advisable to be obtained from any Governmental Authority in connection with the transactions contemplated by this Agreement, (ii) promptly notify the other Party of any communication it or any of its Members or Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and, subject to the Confidentiality Agreement, permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement, (iii) not agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other parties hereto Party in promptly advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting, and (iv) subject to the Confidentiality Agreement, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act and any other applicable Competition Laws. Subject to obtain the Confidentiality Agreement, the Parties shall provide each other with copies of all such authorizationscorrespondence, consentsfilings or communications between them or any of their representatives, orders on the one hand, and approvalsany Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Regulatory and Other Authorizations; Notices and Consents. (a) The Company Each party hereto shall promptly make any filings required under the HSR Act or any other applicable Law for the making of the Articles Amendments, the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares. The Company agrees to furnish the Subscribers with such necessary information and reasonable assistance as the Subscribers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act, or to any Governmental Authority pursuant to any European national antitrust, competition or merger laws and regulations. Any such actions with respect to the conversion of the Participating Shares or the issuance of any additional Participating Shares in accordance with the terms of the Participating Shares, shall be taken by the Company at such times as the Subscribers reasonably shall so request. The Company shall, at its own expense, utilize use all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares, and shall keep the Subscribers fully apprized of their actions with respect thereto.
(b) Each of the Subscribers shall promptly make any filings which it is required to make under the HSR Act or any other applicable Law with respect to the subscription for the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, and the Subscribers agree to furnish the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act or to any Governmental Authority pursuant to any European Community or European national antitrust, competition or merger laws or regulations. The Subscribers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Subscribers with respect to the purchase of the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, and shall keep the Company fully apprised of its actions with respect thereto.
(c) Each of the parties hereto shall use their reasonable best efforts to give such notices and obtain all other authorizations, consents, orders and approvals of all Governmental Authorities and other Persons officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Registration Rights Agreement and will cooperate fully with the each other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party shall within 60 days of the date hereof make any appropriate filings pursuant to the HSR Act with respect the transactions contemplated by this Agreement and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act so as not to delay the Closing.
(b) The consent and approval of the FCC is required for the assignment of the FCC Licenses to Purchaser. Any other Governmental Authority whose consent or approval is required in connection with the transfer or assignment of the Other Licenses is listed in Schedule 5.1(b) hereto. Such consents or approvals are referred to herein collectively as the "License Approvals." Within ten (10) business days after Purchaser's approval of the 45 Disclosure Schedule and both parties' agreement upon the form of the Exhibits to this Agreement pursuant to Section 5.14 hereof, the parties shall file with the FCC an application for its consent to the assignment of the FCC Licenses from Sellers to Purchaser. Any other application or request for consent required from an entity listed on Schedule 5.1(b) hereto shall be filed as promptly as possible, but in no event more than twenty (20) days after Purchaser's approval of the Disclosure Schedule and both parties' agreement upon the form approval of the Exhibits to this Agreement pursuant to Section 5.14 hereof. Sellers and Purchaser shall cooperate in the preparation and the prosecution of all such applications and shall use all reasonable efforts to obtain the required License Approvals. Sellers and Purchaser further agree to execute any other applications, petitions or documents required by the FCC or any other Governmental Authority listed on Schedule 5.1(b) to carry out this transaction. Sellers and Purchaser shall each pay fifty percent (50%) of the filing and assignment fees payable in connection with the License Approvals and the assignment of the Licenses.
(c) Sellers and Purchaser shall use all reasonable efforts to give such notices to third parties and use all reasonable efforts to obtain such third party consents as may be necessary in connection with the transactions contemplated by this Agreement; provided, however, that Purchaser shall not have any obligation to consent to any change in the terms of any agreement or arrangement which Purchaser may reasonably deem adverse to the interests of Purchaser, Sellers or the Purchased Business.
Appears in 1 contract
Sources: Asset Purchase Agreement (Newhouse Broadcasting Corp)
Regulatory and Other Authorizations; Notices and Consents. (a) The Company shall promptly make any filings required under the HSR Act or any other applicable Law for the making of the Articles Amendments, the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares. The Company agrees to furnish the Subscribers with such necessary information and reasonable assistance as the Subscribers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act, or to any Governmental Authority pursuant to any European national antitrust, competition or merger laws and regulations. Any such actions with respect to the conversion of the Participating Shares or the issuance of any additional Participating Shares in accordance with the terms of the Participating Shares, shall be taken by the Company at such times as the Subscribers reasonably shall so request. The Company shall, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares, and shall keep the Subscribers fully apprized of their actions with respect thereto.
(b) Each of the Subscribers shall promptly make any filings which it is required to make under the HSR Act or any other applicable Law with respect to the subscription for the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, Guidant and the Subscribers agree to furnish the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act or to any Governmental Authority pursuant to any European Community or European national antitrust, competition or merger laws or regulations. The Subscribers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Subscribers with respect to the purchase of the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, and shall keep the Company fully apprised of its actions with respect thereto.
(c) Each of the parties hereto Abbott shall use their its reasonable best efforts to give such notices and obtain promptly all other authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the Registration Rights Agreement consummation of the transactions contemplated by, this Agreement. Guidant and Abbott will cooperate with the other parties hereto one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that Guidant shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on Guidant). Neither Guidant nor Abbott shall knowingly take any action that would have the effect of materially delaying, impairing or impeding the receipt of any authorizations, consents, orders and approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Abbott with any applicable Governmental Authority relating to the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of Assets or assets or property of Abbott requested or required by such Governmental Authority in order to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying , impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority. Guidant and Abbott each agree to make, or to cause to be made, (i) if required, an appropriate filing of a notification and report form pursuant to the HSR Act and the EU Merger Regulation and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement in the case of the HSR Act and the EU Merger Regulation, and as promptly as reasonably practicable in the case of any other filing or notification, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act and the EU Merger Regulation or any other applicable Law.
(b) Without limiting the generality of ▇▇▇▇▇▇’▇ undertaking pursuant to Section 5.03(a), Abbott shall, on a reasonable and timely basis consistent with Section 5.03(a): (i) to the extent necessary to obtain timely approval by a Governmental Authority, propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of the Carotid Stent Assets, ▇▇▇▇▇▇’▇ carotid stent assets or any other assets not material to the Business or the Assets, or (ii) if a Governmental Authority does not allow Abbott to acquire the Carotid Stent Assets (for purposes of divestiture or otherwise), agree to exclude the Carotid Stent Assets from the Assets. If the Carotid Stent Assets are excluded from the Assets, then (x) Guidant shall engage an investment banking firm selected by, or satisfactory to, Abbott and on terms reasonably satisfactory to Abbott to sell the Carotid Stent Assets within a reasonable period of time following the Closing or as otherwise directed by the applicable Governmental Authorities, (y) Guidant shall remit all of the proceeds of such sale (net of Taxes and the costs and expenses paid by Guidant and any of its Affiliates in connection with such sale) to Abbott, and (z) Abbott shall use its reasonable best efforts to effect the separation of the Carotid Stent Assets from the Assets, including entering into appropriate transition services or similar agreements with Guidant or any other Person to which the Carotid Stent Assets are divested. For all Tax purposes, the parties agree to treat all remittances of proceeds pursuant to this Section 5.03(b)(y) as adjustments to the Purchase Price.
(c) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act and the EU Merger Regulation. Subject to the Confidentiality Agreement, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Regulatory and Other Authorizations; Notices and Consents. (a) The Company shall promptly make any filings required under the HSR Act or any other applicable Law for the making of the Articles Amendments, the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares. The Company agrees to furnish the Subscribers with such necessary information and reasonable assistance as the Subscribers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act, or to any Governmental Authority pursuant to any European national antitrust, competition or merger laws and regulations. Any such actions with respect to the conversion of the Participating Shares or the issuance of any additional Participating Shares in accordance with the terms of the Participating Shares, shall be taken by the Company at such times as the Subscribers reasonably shall so request. The Company shall, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the allotment and issue of the Participating Shares, the conversion of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares, and shall keep the Subscribers fully apprized of their actions with respect thereto.
(b) Each of the Subscribers shall promptly make any filings which it is required to make under the HSR Act or any other applicable Law with respect to the subscription for the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, Guidant and the Subscribers agree to furnish the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act or to any Governmental Authority pursuant to any European Community or European national antitrust, competition or merger laws or regulations. The Subscribers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Subscribers with respect to the purchase of the Participating Shares, the conversion of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating Shares, and shall keep the Company fully apprised of its actions with respect thereto.
(c) Each of the parties hereto Abbott shall use their its reasonable best efforts to give such notices and obtain promptly all other authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its and the other party’s obligations pursuant to, this Agreement and the Registration Rights Agreement consummation of the transactions contemplated by, this Agreement. Guidant and Abbott will cooperate with the other parties hereto one another in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, that Guidant shall not be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on Guidant). Neither Guidant nor Abbott shall knowingly take any action that would have the effect of materially delaying, impairing or impeding the receipt of any authorizations, consents, orders and approvals of any Governmental Authority; provided, however, that in no way shall reasonable and timely negotiations in good faith by Abbott with any applicable Governmental Authority relating to the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of Assets or assets or property of Abbott requested or required by such Governmental Authority in order to obtain such authorization, consent, order or approval be deemed to constitute an act materially delaying, impairing, or impeding the receipt of authorizations, consents, orders and approvals of such Governmental Authority. Guidant and Abbott each agree to make, or to cause to be made, (i) if required, an appropriate filing of a notification and report form pursuant to the HSR Act and the EU Merger Regulation and (ii) any other filing or notification required by any other applicable Law, in each case, with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement in the case of the HSR Act and the EU Merger Regulation, and as promptly as reasonably practicable in the case of any other filing or notification, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act and the EU Merger Regulation or any other applicable Law.
(b) Without limiting the generality of ▇▇▇▇▇▇’▇ undertaking pursuant to Section 5.03(a), Abbott shall, on a reasonable and timely basis consistent with Section 5.03(a): (i) to the extent necessary to obtain timely approval by a Governmental Authority, propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of the Carotid Stent Assets, ▇▇▇▇▇▇’▇ carotid stent assets or any other assets not material to the Business or the Assets, or (ii) if a Governmental Authority does not allow Abbott to acquire the Carotid Stent Assets (for purposes of divestiture or otherwise), agree to exclude the Carotid Stent Assets from the Assets. If the Carotid Stent Assets are excluded from the Assets, then (x) Guidant shall engage an investment banking firm selected by, or satisfactory to, Abbott and on terms reasonably satisfactory to Abbott to sell the Carotid Stent Assets within a reasonable period of time following the Closing or as otherwise directed by the applicable Governmental Authorities, (y) Guidant shall remit all of the proceeds of such sale (net of Taxes and the costs and expenses paid by Guidant and any of its Affiliates in connection with such sale) to Abbott, and (z) Abbott shall use its reasonable best efforts to effect the separation of the Carotid Stent Assets from the Assets, including entering into appropriate transition services or similar agreements with Guidant or any other Person to which the Carotid Stent Assets are divested. For all Tax purposes, the parties agree to treat all remittances of proceeds pursuant to this Section 5.03(b)(y) as adjustments to the Purchase Price.
(c) Each party to this Agreement shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry related to the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act and the EU Merger Regulation. Subject to the Confidentiality Agreement, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Regulatory and Other Authorizations; Notices and Consents. (a) The Each of the Company and the Selling Stockholders shall promptly make any and all filings which it is required to make under the HSR Act or any other applicable Law for the making sale of the Articles AmendmentsNew Shares and the Existing Shares, respectively, and the allotment and issue exercise of the Participating SharesWarrants, and the conversion of Company and the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating Shares. The Company agrees Selling Stockholders agree to furnish the Subscribers Purchasers with such necessary information and reasonable assistance as the Subscribers Purchasers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act, or to any Governmental Authority pursuant to any European national antitrust, competition or merger laws and regulations. Any such actions with respect to the conversion exercise of the Participating Shares or the issuance of any additional Participating Shares in accordance with the terms of the Participating Shares, Warrants shall be taken by the Company or the Selling Stockholders, as the case may be, at such times as the Subscribers Purchasers reasonably shall so request. The Company shalland the Selling Stockholders shall each, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the allotment and issue sale of the Participating New Shares and the Existing Shares, respectively, and the conversion exercise of the Participating Shares or the creation, allotment and issue of any additional Participating Shares as dividends or by way of bonus issue on the Participating SharesWarrants, and shall keep the Subscribers Purchasers fully apprized apprised of their actions with respect thereto.
(b) Each of the Subscribers Purchasers shall promptly make any and all filings which it is required to make under the HSR Act or any other applicable Law with respect to the subscription for the Participating Shares, the conversion purchase of the Participating New Shares or and the receipt of any additional Participating Shares in accordance with the terms of the Participating Existing Shares, and the Subscribers exercise of the Warrants, and the Purchasers agree to furnish the Selling Stockholders and the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act or to any Governmental Authority pursuant to any European Community or European national antitrust, competition or merger laws or regulationsAct. The Subscribers Purchasers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Subscribers Purchasers with respect to the purchase of the Participating New Shares and the Existing Shares, and the conversion exercise of the Participating Shares or the receipt of any additional Participating Shares in accordance with the terms of the Participating SharesWarrants, and shall keep the Company and the Selling Stockholders fully apprised of its actions with respect thereto.
(c) Each of the parties hereto shall use their commercially reasonable best efforts to give such notices and obtain all other authorizations, consents, orders and approvals of all Governmental Authorities and other Persons third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Registration Rights Agreement other Transaction Agreements and will cooperate fully with the other parties hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals.
Appears in 1 contract