Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents of the EC, ▇▇▇▇ and the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction. (b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment Laws.
Appears in 3 contracts
Sources: Equity and Asset Purchase Agreement (Ardagh Finance Holdings S.A.), Equity and Asset Purchase Agreement (Ball Corp), Equity and Asset Purchase Agreement
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller The Warrantors shall use its their commercially reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain all material Consents that may be or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement and the Transaction Documents and will cooperate with Pantheon in promptly seeking to obtain all such authorizations, consents, orders and approvals.
(b) Each Warrantor shall give promptly such notices to third parties and use its commercially reasonable efforts to obtain such third party consents and estoppel certificates as are required Consents to consummate the Transactions.
(c) Each of the EC, ▇▇▇▇ Warrantors shall cooperate and use commercially reasonable efforts to assist the FTC for other in giving such notices and obtaining such consents and estoppel certificates as are required to consummate the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets)Transactions; provided, however, that such Warrantor shall have no Party shall be required obligation to pay give any fees guarantee or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules consideration of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised nature in connection with the Clearances seeking of such Consent or to consent to any change in the terms of any agreement or arrangement which such Warrantor in its reasonable discretion may deem adverse to the interests of Pantheon, Warrantors or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser business of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the TransactionTarget.
(bd) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller The Warrantors shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult obtain, prior to the date of the mailing of the proxy statement relating to the Pantheon Stockholders Meeting, (i) all necessary approvals from GM’s shareholders for the Transactions contemplated under this Agreement in accordance with the other Parties HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s spin-off proposal in advance and, relation to the extent permitted Transactions contemplated by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult this Agreement in accordance with the other Parties with respect to, or give HKSE Listing Rules; (iii) all necessary approvals in order to terminate the other Parties CSC Option Scheme; and (iv) all necessary approvals in order to implement the opportunity to attend (other than such Parties’ respective outside counsel), that portion provisions of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment LawsSection 5.2.
Appears in 3 contracts
Sources: Merger Agreement (Pantheon Arizona Corp.), Merger Agreement (Pantheon China Acquisition Corp.), Merger Agreement (China Cord Blood Corp)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller party hereto shall use its all commercially reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Entities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and each such party will cooperate fully with the other parties hereto in promptly seeking to obtain all required Consents such authorizations, consents, orders and approvals.
(b) The Seller Parties shall promptly give such notices to third parties and use its commercially reasonable efforts to obtain such third party consents and estoppel certificates as Purchaser Parties may in their sole and absolute discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement, including, without limitation, all third party consents that are necessary or desirable in connection with the transfer of the EC, ▇▇▇▇ Assets.
(c) The Purchaser Parties shall cooperate and use commercially reasonable efforts to assist the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments Seller Parties in giving such notices and for the approval of Purchaser as the purchaser of the Purchased Assets)obtaining such consents and estoppel certificates; provided, however, that the Purchaser Parties shall have no Party shall be required obligation to pay give any fees guarantee or other payments consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any such Governmental Authorities change in order the terms of any Asset which Purchaser Parties in their sole and absolute discretion may deem adverse to obtain the interests of the Purchaser Parties.
(d) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Consent (Asset if an attempted assignment thereof, without the consent of the other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall notparty thereto, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition would constitute a breach or other agreementcontravention thereof, make noncompliance by the Seller Parties or their Affiliates thereunder or in any announcement way adversely affect the rights of any Purchaser Party thereunder. The Seller Parties and the Purchaser Parties agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Purchaser Parties any right or benefit with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect such Asset is not obtained prior to the Transaction. Closing, the Seller and Purchaser each agreeParties will, subsequent to the extent required by applicable Law (including Competition/Investment Laws)Closing, cooperate with the Purchaser Parties in attempting to makeobtain such consent, approval or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets authorization as promptly thereafter as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Lawspracticable. If such consent, and to supply promptly any additional information and documentary material that may approval or authorization cannot be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADEobtained, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall Parties will use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult provide the Purchaser Parties with the other Parties in advance rights and benefits of such affected Asset, and, if the Seller Parties provide such rights and benefits, the Purchaser Parties shall assume the obligations and burdens thereunder in accordance with this Agreement, including, subcontracting, sublicensing, or subleasing to the extent permitted by such Governmental AuthorityPurchaser Parties, gives or under which the other Parties Seller would enforce for the opportunity to attend and participate at such meeting; providedbenefit of the Purchaser Parties, however, that Purchaser shall not have the obligation to consult with the other Purchaser Parties with respect toassuming the Seller Parties' obligations, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects and all rights of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment LawsParties against a third party thereto.
Appears in 3 contracts
Sources: Purchase and Sale Agreement (Medical Properties Trust Inc), Purchase and Sale Agreement (Medical Properties Trust Inc), Purchase and Sale Agreement (Medical Properties Trust Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) The parties shall use their reasonable best efforts to obtain (or cause the Company and the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and will cooperate fully with each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Purchaser agrees that all fees and expenses associated with the filings required pursuant to the HSR Act in connection with the transactions contemplated by this Agreement shall be borne by the Purchaser.
(b) The Seller shall or shall cause the Company and the Subsidiaries to give promptly such notices to third parties and use its or their reasonable best efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement.
(c) Each party shall cooperate and use all reasonable efforts to assist the other in giving such notices and obtaining such consents and estoppel certificates; provided, however, that no party shall have any obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which such party in its sole discretion may deem adverse to its or the interests of its Affiliates.
(d) The Seller and the Purchaser shall (and agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Company or any Subsidiary any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company or any Subsidiary is a party is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser, the Company or any such Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to takeprovide the Purchaser, the Company or cause to be takensuch Subsidiary, all actionsas the case may be, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents rights and benefits of the ECaffected lease, ▇▇▇▇ and the FTC license, contract, commitment or other agreement or arrangement for the Transaction (including to have issued term of such lease, license, contract or other agreement or arrangement, and, if the EC’s approval decision pursuant to Section 19 of Seller provides such rights and benefits, the EC Commitments and for the approval of Purchaser Company or such Subsidiary, as the purchaser of case may be, shall assume the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller obligations and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transactionburdens thereunder.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment Laws.
Appears in 3 contracts
Sources: Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO Trust), Limited Liability Company Purchase Agreement (Macquarie Infrastructure Assets LLC), Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO LLC)
Regulatory and Other Authorizations; Notices and Consents. (a) Each The Seller shall, and shall cause each other member of Seller and Purchaser shall (and Seller shall the Target Group to use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents authorizations, consents, orders and approvals of the ECall Governmental Authorities and officials that may be or become necessary for its execution and delivery of, ▇▇▇▇ and the FTC for the Transaction performance of its obligations pursuant to, this Agreement (including the Pre-Closing Restructuring) and the other Transaction Documents to have issued which it is a party, and will cooperate fully with Purchaser Parent and the EC’s approval decision Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing, if necessary, pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by antitrust Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required transactions contemplated by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets this Agreement as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, the Original MPA and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment antitrust Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject The Seller shall, or shall cause each other member of the Target Group to, give promptly such notices to the Confidentiality Agreement third parties and applicable Law, each of Seller and Purchaser shall (and Seller shall use its or their reasonable best efforts to cause Rexam to) promptly disclose to obtain such third party consents and estoppel certificates as Purchaser Parent or the other Parties, and provide copies to Purchaser may in its reasonable discretion deem necessary in connection with the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication transactions contemplated by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials the Seller shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Seller in its reasonable discretion may be redacted deem adverse to the interests of the Seller, any of its Affiliates or any member of the Target Group or the Acquired Business.
(c) Subject to the arrangements provided under (i) Section 5.01 with respect to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business Co-Development Brand Hotel Contracts and (ii) as necessary to otherwise comply with contractual arrangements or applicable Lawsthe MEB Subject Hotel Management Agreement, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser Parent shall (and shall ensure that the Purchaser shall) cooperate to assist the Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by giving such Governmental Authority, gives the other Parties the opportunity to attend notices and participate at obtaining such meetingconsents and estoppel certificates; provided, however, that neither Purchaser Parent nor the Purchaser shall not have the any obligation to consult with the give any guarantee or other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion consideration of any meeting nature in connection with any Governmental Authority during such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which Purchaser reasonably expects Parent or the Purchaser in its reasonable discretion may deem adverse to discuss the valuation, projections, business plans or prospects interests of any member of the Purchased Entities, Purchased Assets Target Group or the Acquired Business. .
(d) Subject to the Confidentiality arrangements provided under Section 5.01 and the MEB Subject Hotel Management Agreement, the parties agree that, in the event that any consent, approval or authorization necessary for the Acquired Business or each other member of the Target Group, any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which each other member of the Target Group is a party is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser and Purchaser shall (each member of the Target Group in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable in accordance with the provisions of this Agreement and the MEB Subject Hotel Management Agreement. If such consent, approval or authorization cannot be obtained, the Seller shall use its commercially reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance provide the Purchaser or the relevant member of the Target Group, as the other Party case may reasonably request in connection be, with the foregoing rights and in seeking Consents under benefits of the applicable Competition/Investment Lawsaffected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Seller provides such rights and benefits, the relevant member of the Target Group shall assume the obligations and burdens thereunder. The parties agree that by way of the Seller or its Affiliates entering into the MEB Subject Hotel Management Agreement and the Cooperation and Pipeline Hotel Agreement, the Seller has fulfilled its obligations to provide the Purchaser or the relevant member of the Target Group, as the case may be, with the rights and benefits of the MEB Franchise Agreements and the MEB Management Contracts covered thereunder.
Appears in 2 contracts
Sources: Master Purchase Agreement, Master Purchase Agreement (China Lodging Group, LTD)
Regulatory and Other Authorizations; Notices and Consents. (a) Each Without prejudice to the provisions of Seller and Section 5.03(b), the Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its reasonable best efforts to take, or cause to be taken, all actionsexecution and delivery of, and to do, or cause to be donethe performance of its obligations pursuant to, and assist the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements and the lawful operation of the Business immediately after Closing. The Sellers will cooperate with each other the Purchaser in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts promptly seeking to obtain promptly all required Consents of the ECsuch authorizations, ▇▇▇▇ consents, orders and the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets)approvals; provided, however, that no Party the Purchaser shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (authorization, consent, order or approval required under the HSR Act, and the Purchaser and the Sellers shall each pay 50% of all such fees or other than normal filing fees that are imposed by Law on Seller)payments for any other authorization, consent, order or approval of any other Governmental Authority. Seller and None of the Sellers or the Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) or take any other action that could reasonably be expected to would have the effect of materially delaying, impairing or impeding in any material respect the receipt of any Consents of any Governmental Authority with respect to required approvals.
(b) The Sellers and the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), agree to make, or to cause to be made any required made, an appropriate filing with or of a notification and report form pursuant to the EC, ▇▇▇▇ and the FTC HSR Act with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable transactions contemplated by this Agreement within 15 Business Days after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws the HSR Act. In addition, each Party agrees to make, or to cause to be made, reasonably promptly any filing that may be required under the antitrust or competition laws of the jurisdictions listed in Section 3.05(b) of the Disclosure Schedule (includingthe satisfaction of the requirements of such U.S. and non-U.S. antitrust and competition laws being referred to as the “Antitrust Approvals”). The Purchaser agrees to take promptly, and in any event, within 45 days after the case date of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, all steps necessary to avoid or other matters). If any objections are asserted with respect to the Transaction eliminate each and every impediment under any Competition/Investment antitrust or competition Law or if any suit or proceeding is instituted or threatened that may be asserted by any Governmental Authority U.S. federal, state and local and non-U.S. antitrust or competition authority or any private party challenging other Person so as to enable the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts Parties to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of expeditiously close the foregoing, Purchaser shall, and shall cause its Affiliates to, take all actiontransactions contemplated by this Agreement, including but not limited committing to agreeing to or effecting, by consent decree, hold separate orders or to divest any otherwise, the termination of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing contractual relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; amendment or (ii) any domestic or foreign court termination of existing licenses or other tribunalagreements and the execution of new licenses or other agreements, the sale or disposition of such of its assets or businesses or of the assets or business to be acquired by it pursuant to this Agreement as are required to be divested, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, each case in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that has would otherwise have the effect of restricting, delaying or preventing or prohibiting the consummation of the Transactiontransactions contemplated by this Agreement.
(bc) Subject Each Party to the Confidentiality this Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to notify the other Parties, and provide copies to the other Parties of, all correspondence, filings or communications between them Party of any communication it or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement; provided, howeverand unless prohibited by applicable Law from doing so, that materials may be redacted (i) permit the other Party to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that review in the case of each of the foregoing clauses (i) and (ii), if a advance any proposed communication by such Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied Governmental Authority. No Party to the legal advisors of that Party. Neither Seller nor Purchaser this Agreement shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related unless, to the Transaction unless extent permitted by Law, it first uses commercially reasonable efforts to consult consults with the other Parties Party in advance and, to the extent permitted by such Governmental Authority, gives the other Parties Party the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) the Parties 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. 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.
(d) The Sellers shall, and shall cause the Mexican Subsidiaries to, use its or their reasonable best efforts to obtain such third party consents, orders, approvals, releases, waivers, and estoppel certificates with respect to the contracts and agreements listed in Section 3.04(c) of the Disclosure Schedule as the Purchaser may reasonably deem necessary; provided, however, that none of the Sellers nor any Mexican Subsidiary shall be obligated to pay any consideration therefor, to incur any additional liability or obligation in connection therewith, or to remain secondarily liable therefor. The Purchaser shall cooperate and use its reasonable best efforts to assist the Sellers and the Mexican Subsidiaries in giving such notices and obtaining such consents and other releases; provided that Purchaser shall not be required to pay any consideration therefor or incur any additional liability or obligation therewith without its prior written consent.
(e) The Sellers and the Purchaser agree that, in the event that any such authorization, consent, order or approval by any Governmental Authorities or third parties is not obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery of the affected Transferred Assets if any of the foregoing would constitute a breach of applicable Law or the rights of any third party; provided, however, that, except to the extent that a condition to Closing set forth in Article VIII shall not have been satisfied or waived, the Closing shall occur notwithstanding the foregoing and without any adjustment to the Purchase Price on account of such authorization. Following the Closing, the Sellers will cooperate with the Purchaser and use their reasonable best efforts to assist the Purchaser in seeking Consents attempting to obtain such authorization, consent, release, waiver, order or approval as promptly as practicable thereafter; provided, however, that none of the Sellers shall be obligated to pay any consideration therefor, to incur any additional liability or obligation in connection therewith, or to remain secondarily liable therefor. Pending such authorization, consent, release, waiver, order or approval or if such authorization, consent, release, waiver, order or approval cannot be obtained, the Sellers will (at no additional cost to the Purchaser) use their reasonable best efforts to provide, or cause to be provided to the Purchaser, the rights and benefits of the affected Transferred Assets, and, if the Sellers provide such rights and benefits, the Purchaser shall assume the obligations and burdens thereunder.
(f) The Sellers shall and shall cause each of their respective officers, employees, advisors, auditors and agents to provide all reasonable cooperation and assistance reasonably requested by the Purchaser in connection with the financing of the transactions contemplated by this Agreement including using their respective reasonable best efforts to cause appropriate officers and employees to be available on a customary basis to meet with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions, to assist with the preparation of disclosure documents in connection therewith, to execute and deliver any pledge and security documents or other definitive financing documents and to assist in obtaining other customary items required to satisfy any closing conditions of Purchaser’s debt financing.
(g) The Sellers shall use their reasonable best efforts to deliver to Purchaser, no later than the 30th day after the end of each month ending after March 31, 2004, an unaudited income statement for the Business for such month, substantially in the form of the unaudited Financial Statements. The Sellers shall use their reasonable best efforts to deliver to the Purchaser, copies of financial statements and other financial information described on Section 5.03(g) of the Disclosure Schedule on or before the dates set forth therein, in a form meeting the requirements of Regulation S-X under the applicable Competition/Investment LawsSecurities Act (collectively the “Covered Financial Statements”). The Sellers waive the restrictions on use and disclosure in the Confidentiality Agreement with respect to use and disclosure by the Purchaser of the Financial Statements and other financial information pertaining to Sellers received pursuant to this Section 5.03(g) in the course of obtaining the debt financings described in Section 4.07 of this Agreement; and
(h) Sellers shall use reasonable best efforts to cause Sellers’ Accountants to take such actions as Sellers may reasonably request in connection with the Financing, including, without limitation, to (i) obtain the consent of Sellers’ Accountants to the use of its reports on the audited Covered Financial Statements, (ii) deliver a “comfort letter” in a form meeting the requirements of SAS 72 or such other form as may be reasonably requested by Purchaser, (iii) perform a SAS 100 review of any unaudited Covered Financial Statements, and (iv) participate, at Purchaser’s request, in the preparation of any registration statement, prospectus or offering memorandum that includes, or incorporates by reference, the foregoing financial information.
(i) The Purchaser shall provide the Sellers with reasonable access to its books, records, information systems, and personnel of the Purchaser and its subsidiaries, as is necessary for the Sellers to prepare the financial statements referred to in Item 5 of Section 5.03(g) of the Disclosure Schedule (the “Post-Closing Financial Statements”). The Purchaser shall also provide to the auditors conducting any such audit such “management representation” letters as are reasonably necessary to complete the Post-Closing Financial Statements. The Purchaser shall pay (x) all reasonable professional fees and expenses and (y) all reasonable out-of-pocket travel expenses of the Sellers, incurred by the Sellers in connection with the completion of the Post-Closing Financial Statements.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Innophos Investment Holdings, Inc.), Purchase and Sale Agreement (Innophos, Inc.)
Regulatory and Other Authorizations; Notices and Consents. (a) Each Subject to the terms and conditions of Seller this Agreement, prior to the Closing (or the Delayed Closing or Later Closing with respect to the Assets transferring at the Delayed Closing or Later Closing, respectively), each of Buyer and Purchaser shall (and Seller Parent shall use its commercially reasonable best efforts to: (i) cooperate with one another in determining which filings are required to be made by each of them prior to the Closing, the Delayed Closing or any Later Closing with, and which consents, approvals, Permits or authorizations are required or reasonably advisable to be obtained by each of them prior to the Closing, the Delayed Closing or such Later Closing, respectively, from, Governmental Authorities or other Persons in connection with the execution and delivery of this Agreement and the performance of its obligations under this Agreement, and (ii) subject to Section 5.03(a) of the Seller Disclosure Schedule, assist one another in timely making all such filings and timely seeking all such consents, approvals, Permits, authorizations and waivers required or reasonably advisable to be made and obtained by the others. Without limiting the generality of the foregoing, Buyer will use its commercially reasonable efforts to provide any guarantees of obligations under a Contract or Permit required by any Person or Governmental Authority as a condition to granting such Person’s or Governmental Authority’s consent, approval, permit, authorization or waiver with respect to such Contract or Permit. In addition, prior to the Closing, Seller and Buyer shall each use, and shall each cause Rexam to) use its their respective Affiliates to use, commercially reasonable best efforts to takeobtain all necessary consents for the assignment and transfer of the IT Contracts and provision of the services under the Transition Services Agreements, it being agreed that in connection with obtaining such consents (i) Seller and Buyer shall each be responsible for one-half (1/2) of all costs and expenses owed to the counterparties of (x) the IT Contracts and (y) any other Contracts for which consent is required to provide the services under the Transition Services Agreements, and (ii) neither party shall be obligated to make, or responsible to pay the cost of, any unreasonable concession, alteration, modification, or amendment of, to, or under any IT Contract or such other Contract (including increased prices, fees, or volumes, term extensions, or entering into a new agreement for additional services) in connection with obtaining such consents. Notwithstanding anything to the contrary herein, in connection with obtaining the consent of any Person (other than a Governmental Authority), no party shall be obligated to offer or grant any accommodation (financial or otherwise) to obtain any consent or approval required or reasonably advisable for the consummation of the transactions contemplated hereby under any Contract (other than the IT Contracts or Contracts for which consent is required to provide the services under the Transition Services Agreements, as provided above); provided, that, other than with respect to IT Contracts or Contracts for which consent is required to provide the services under the Transition Services Agreements, as provided above, without the prior written consent of Buyer, neither Parent nor its Affiliates shall commit to pay to any third party whose consent or approval is being solicited any amount of cash or other consideration or make any commitment or incur any Liability in connection therewith, in each case to the extent it would be an Assumed Liability. Notwithstanding anything to the contrary herein, in connection with obtaining the consent of any Person, no such consent (or amendment, assignment or novation of a Contract that acts as a consent) with respect to any Purchased Assets shall modify any of the terms or conditions of this Agreement. Prior to making any application to or filing with (such as confidential information relating to valuation of the Business, competitively sensitive information or privileged communications) any Governmental Authority in connection with this Agreement, Buyer and Parent shall provide one another with drafts of such application or filing (excluding or, as appropriate, restricting access to any confidential information included in such application or filing) and afford one another a reasonable opportunity to comment on such drafts. As promptly as practicable, Buyer and Parent shall file or cause to be takenfiled any filings required under any applicable Competition Laws in connection with this Agreement and the transactions contemplated hereby, all actionsincluding filing the Notification and Report Forms required pursuant to the HSR Act no later than ten (10) Business Days following the Agreement Date, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents file or cause to be filed the applicable filings under the Competition Laws set forth on Section 5.03(a) of the EC, ▇▇▇▇ and Seller Disclosure Schedule no later than fifteen (15) Business Days following the FTC for Agreement Date. Buyer shall bear the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Sellerof any required filing under the applicable Competition Laws.
(b) Without limiting the generality of Section 5.03(a). Seller , each of Buyer and Purchaser Parent shall not, (and Seller shall use its commercially reasonable best efforts to cause Rexam not its Affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to, knowingly enter into any acquisition or other agreement, make any announcement ) consult and fully cooperate with respect and provide assistance to any transaction (except as required pursuant to applicable Law or the rules one another in seeking early termination of any applicable stock exchange) waiting period under the HSR Act or take any other action that could reasonably be expected to have the effect of materially delaying, impairing foreign acquisition control or impeding the receipt of any Consents of any Governmental Authority with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Competition Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shallapplicable, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order use commercially reasonable efforts to avoid the entry of, or to effect the dissolution, vacating, lifting, altering have vacated or reversal ofterminated, any order Governmental Order that has the effect of restrictingwould restrain, preventing prevent or prohibiting the materially delay consummation of the Transactiontransactions contemplated hereby. Subject to the provisions of this Section 5.03, neither Buyer nor Parent shall knowingly impede or delay the termination or expiration of any waiting period under the HSR Act or any Competition Laws or enter into any agreement with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any similar foreign Governmental Authority responsible for overseeing acquisition control Laws or Competition Laws not to consummate the transactions contemplated hereby, except with the prior written consent of one another, and neither Buyer nor Parent, nor their respective Affiliates, shall withdraw its initial filing under the HSR Act contemplated by this Section 5.03, or any similar filing concerning acquisition control Laws or Competition Laws, with the intent to refile such filing unless the other party has consented in advance to such withdrawal and refiling.
(bc) Subject Each of Buyer and Parent shall (i) promptly notify one another of any written or verbal communication to that party from any Governmental Authority located in the United States or outside of the United States with respect to the Confidentiality transactions contemplated by this Agreement and or any application to or filing with such Governmental Authority in connection with this Agreement and, subject to applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Partiesif practicable, and provide copies to the other Parties of, all correspondence, filings or communications between them or any of their Representatives, on the permit one hand, and any Governmental Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties another to review in advance or engage in consultation, as appropriate, concerning any proposed correspondence, filings substantive written or verbal communication by with respect to such Party matters to any such Governmental Authority relating to and incorporate the matters that are the subject of this Agreement; providedother parties’ reasonable comments, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filingsfiling, investigation (including any settlement of or inquiry concerning this Agreement or the investigation), litigation or other inquiry related to the Transaction transactions contemplated hereby unless it first uses commercially reasonable efforts to consult consults with the other Parties party in advance and, to the extent permitted by such Governmental Authority, gives the other Parties party the opportunity to attend attend, (iii) respond as fully and participate at such meeting; provided, however, that Purchaser shall not have the obligation promptly as reasonably practicable to consult with the other Parties with respect to, any inquiries or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with requests for information or documents received from any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents filings under the HSR Act or other similar filings concerning acquisition control Laws or Competition Laws related to the transactions contemplated hereby, and (iv) furnish one another with copies of all correspondence, filings and written communications between such parties and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Business, privileged communications or other competitively sensitive information. Each party may also reasonably designate any material provided to the other as “Outside Counsel Only Material” or with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials).
(d) Notwithstanding any other provision of this Agreement to the contrary, if any administrative or judicial Action is instituted (or threatened to be instituted) challenging the transactions contemplated hereby as violative of the HSR Act or any foreign acquisition control Laws or Competition Laws, or if any Law or Governmental Order is enacted, entered, promulgated or enforced by a Governmental Authority that would make the transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the transactions contemplated hereby, Buyer shall, and shall cause its Subsidiaries to, (i) sell, hold separate or otherwise dispose of or conduct its business in a specified manner, (ii) agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner or (iii) permit the sale, holding separate or other disposition of, any assets of Buyer or its Subsidiaries, or conduct its business in a specified manner, and (iv) contest and resist any such Action, in all of such cases of (i) through (iv), as may be required to avoid the commencement of any such Action, or if already commenced, to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby and to have such Law or Governmental Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated hereby; provided that neither Buyer nor its Affiliates shall be required to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of Buyer and its Affiliates as they would exist after the Closing, taken as a whole. Parent shall not, without the written consent of Buyer, publicly or before any Governmental Authority or other Person, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation or other action of a type described in this Section 5.03(d).
(e) Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable Competition/Investment Lawswaiting period; (ii) increase the risk of any Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the transactions contemplated hereby; (iii) increase the risk of not being able to remove any such Governmental Order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller Party shall use its reasonable best efforts to cause Rexam obtain all material Consents that are or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Transaction Documents to which it is a party and will reasonably cooperate with the other Party in promptly seeking to obtain all such Consents, including, but not limited to any matters involving Government Antitrust Entities.
(b) Each Party shall give promptly such notices to third parties and use their reasonable best efforts to obtain such third party Consents as are required to consummate the Transactions.
(c) Each Party shall cooperate and use its reasonable best efforts to assist any other Party in giving such notices and obtaining such Consents as are required to consummate the Transactions.
(d) Notwithstanding the generality of the foregoing, and upon the terms and subject to the conditions of this Agreement, each Party will use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) or desirable to cause the Closing conditions set forth in Article VII to the obligations of the other parties hereunder to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereofTransactions, including using making all necessary filings (including filings under the HSR Act) with any Government Antitrust Entity, and obtaining all necessary waivers, clearances, Consents and approvals from, and taking all steps to avoid any Action or proceeding by, any Government Antitrust Entity.
(e) To the extent required, each Party will use its commercially reasonable best efforts to obtain promptly all prepare and file, or cause to be promptly prepared and filed, with the appropriate Government Antitrust Entity not later than ten Business Days after the date of this Agreement (unless otherwise mutually agreed among the Parties) any notification with respect to the Transactions that may be required Consents pursuant to the HSR Act in which each requests early termination of the ECwaiting period thereunder. Each Party shall respond, ▇▇▇▇ as promptly as reasonably practicable, to all information requests from a Government Antitrust Entity under the HSR Act, and shall reasonably cooperate with the FTC for other Parties in responding to any such request. Each Party will furnish to the Transaction other (including to have issued or its outside counsel) such information and assistance as may be reasonably requested in connection with the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets)foregoing; provided, however, that no one Party disclosing information to another may do so on the condition that it be shared only with the receiving Party’s outside counsel who, in turn, agrees to treat such information as confidential and not disclose it to any third-parties without the advance written consent of the party who disclosed the information. Each Party will use its commercially reasonable efforts to resolve favorably any review or consideration of the antitrust aspects of the Transactions by any Government Antitrust Entity with jurisdiction over the enforcement of any applicable Antitrust Legal Requirements. Each of the Parties shall be required promptly inform the other Parties of any substantive communication to pay or from the Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”), or any fees other Governmental Entity regarding the Transactions. Each of the Parties will consult and cooperate with one another in advance, and will consider in good faith the views of one another, in connection with any communication, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal, or other payments submission made to a Government Antitrust Entity in connection with any investigation or proceeding conducted under either (i) the HSR Act; or (ii) any foreign competition statute enforced by any Government Antitrust Entity. Except as may be prohibited by any Government Antitrust Entity, in connection with any investigation or proceeding under the HSR Act concerning the Transactions, each of the Parties shall permit Representatives of the other Parties (which may, as appropriate, be limited to outside counsel), to be present and participate in all meetings, conferences, or other communications with a Government Antitrust Entity relating to any such Governmental Authorities proceeding or investigation.
(f) In furtherance and not in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser limitation of the Purchased Assets as promptly as practicable after the date of efforts referred to above in this Agreement and in any event within any time period imposed by applicable Competition/Investment LawsSection 5.5, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If if any objections are asserted with respect to the Transaction Transactions under any Competition/Investment Law the HSR Act, or if any Action, suit or proceeding is instituted (or threatened to be instituted) by any Governmental Authority the FTC, the DOJ or any private other Governmental Entity or any third party challenging the Transaction as violative Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of any Competition/Investment Lawthe Transactions, each of Seller and Purchaser shall (and Seller Party shall use its commercially reasonable best efforts to cause Rexam to) use its reasonable best efforts resolve any such objections or actions, suits or proceedings so as to promptly resolve such objections. In furtherance permit the consummation of the foregoingTransactions as expeditiously as possible.
(g) Notwithstanding the foregoing in this Section 5.5, Purchaser shall, and shall cause none of Parent or its Affiliates shall be obligated to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the applicable Governmental Authority in order sale, divestiture, license or other disposition of any material portion of the capital stock, assets, rights, products or businesses of Parent, the Company, or their respective Subsidiaries or Affiliates; (ii) agree to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Lawmaterial restrictions on the activities of Parent or its Subsidiaries or Affiliates (including, after the Closing, the Company); (iii) waive any material rights; (iv) defend, commence or prosecute any Action; or (iiv) take any domestic other action to prevent, effect the dissolution of, vacate, or foreign court lift any decree, order, judgment, injunction, temporary restraining order, or other tribunal, order in any Action brought by a private party suit or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order proceeding that has would otherwise have the effect of restricting, preventing or prohibiting delaying the consummation of the TransactionTransactions.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment Laws.
Appears in 2 contracts
Sources: Merger Agreement (Silicon Laboratories Inc), Merger Agreement (Sigma Designs Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Parent, the Purchaser and the Seller shall, and Purchaser shall (and the Seller shall cause each of the Company and the Subsidiaries to, use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents of (or enable the EC, ▇▇▇▇ Company and the FTC Subsidiaries to obtain) all authorizations, consents, orders, waivers and approvals under the HSR Act, all FCC/State PUC Approvals and all other authorizations, consents, orders, waivers and approvals of Governmental Authorities and officials that may be or become necessary for the Transaction execution and delivery of, and the performance of all obligations pursuant to, and the consummation of all transactions contemplated by, this Agreement and the Ancillary Agreement (including to have issued the EC’s approval decision pursuant to Section 19 of “Governmental Filings”), and each party will cooperate fully with the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities parties in order promptly seeking to obtain any all such Consent authorizations, consents, orders, waivers and approvals. Each of Parent, the Purchaser and the Seller also shall (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall notincluding, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller Seller, by causing the Company and Purchaser each agree, to the extent Subsidiaries to) file with the appropriate Governmental Authorities in a timely manner all notices required by applicable Law (including Competition/Investment Laws)in connection with this Agreement, to makethe Ancillary Agreement, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC transactions contemplated hereby and thereby. Subject to Section 5.04(c) with respect to FCC/State PUC Filings, each party hereto shall pay all filing fees or other similar amounts required to be paid by it in connection with the Transaction submission of any Governmental Filing by such party.
(b) In furtherance and not in limitation of Section 5.04(a), Parent and the approval Seller shall make an appropriate filing of Purchaser as a Notification and Reporting Form pursuant to the purchaser of the Purchased Assets HSR Act as promptly as reasonably practicable and, in any event, within 15 Business Days after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and Agreement. Each such party shall supply as promptly as reasonably practicable to supply promptly the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (includingthe HSR Act. The Purchaser and Parent shall use reasonable efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to avoid or eliminate each and every impediment under any applicable federal or state antitrust Law that may be asserted by any Governmental Authority with respect to the acquisition of the Shares so as to enable the Closing Date to occur as promptly as practicable and, in any event, no later than the case End Date; provided, however, that the Purchaser and Parent shall not be required to take any action that would, alone or in conjunction with any other actions required in connection with any HSR Act, FCC or State PUC review, (i) have (A) a Material Adverse Effect or (B) a material adverse effect on the business, assets, results of Purchaseroperations or financial condition of Parent and its subsidiaries, to promptly make available to taken as a whole, (ii) involve the ECsale, CADEdivestiture, licensing, holding separate, or other disposition (and whether through the establishment of a trust or otherwise) of any assets, operations, businesses, divisions, or customers of Parent or any of its subsidiaries or (iii) prevent the Purchaser and the Company and Subsidiaries from operating following the Closing in any state in which they currently operate. The Seller, Parent, the FTC Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld).
(c) In furtherance and not in limitation of Section 5.04(a), the parties shall prepare and file the FCC/State PUC Filings as promptly as reasonably practicable and, in any event, within 30 calendar days after the date of this Agreement, and any other necessary or appropriate instruments or documents (in each case, in a form mutually approved by the parties, which approval shall not be unreasonably withheld, conditioned or delayed). Thereafter, the parties shall prosecute the applicable FCC/State PUC Filings with all reasonable diligence to obtain the requisite FCC/State PUC Approvals. Each party shall supply as promptly as reasonably practicable to the FCC or the appropriate State PUC any additional information and documentary material that may be requested by such Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters)FCC/State PUC Filings. If any objections are asserted Each party shall be solely responsible to pay its expenses with respect to the Transaction under preparation, filing and prosecution of the FCC/State PUC Filings, except that Parent shall pay all of the filing fees in connection with the FCC/State PUC Filings or reimburse the Seller for its payment of any Competitionsuch fees as Reimbursable Expenses. The parties shall cooperate to oppose any petitions to deny or other objections filed with respect to the FCC/Investment Law State PUC Filings to the extent such petition or if objection relates to such party. Each party shall use reasonable efforts not to (i) take any suit action that would, or proceeding is instituted (ii) fail to take any action the failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC/State PUC Approvals. From the date of this Agreement until the earlier of the time of the Closing and the termination of this Agreement pursuant to Article X, Parent and the Purchaser shall maintain the qualifications necessary to hold the Company Communications Licenses.
(d) Each party to this Agreement shall promptly notify the other party of any communication it or threatened by any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Section 5.04 and permit the other party to review in advance (and shall consider any comments made by the reviewing party in relation to) any proposed communication by such party to any Governmental Authority relating to such matters. None of the parties to this Agreement shall agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any submissions, filings, investigations, or any private other inquiry relating to such matters unless it consults with the other party challenging in advance and, to the Transaction as violative of extent permitted by such Governmental Authority, gives the other party (or their external legal counsel in order to address any Competition/Investment Lawconcerns relating to confidential or competitively sensitive information) the opportunity to attend and participate at such meeting, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts telephone call or discussion. The parties to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser this Agreement shall, and shall cause its their respective Affiliates to, take provide each other with copies of all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties of, all material correspondence, filings or communications between them or any of their Representativesrespective representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, relating with respect to the matters that are the subject of this Agreement and the Transaction and permit transactions contemplated by this Agreement, in each case to the extent reasonably requested by the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreementparty hereto; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects valuation of the Purchased Entities, Purchased Assets or Company and the Business and Subsidiaries; (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) ; and (ii)iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.
(e) The Seller shall, if a Party provides redacted materials or shall cause the Company and the Subsidiaries to, give promptly such notices to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (third parties and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially their reasonable efforts to consult obtain such third party consents and estoppel certificates necessary or desirable in connection with the other Parties transactions contemplated by this Agreement, including all of the third party consents set forth on Section 3.05 of the Disclosure Schedule.
(f) Parent and the Purchaser shall cooperate and use reasonable efforts to assist the Seller in advance and, to the extent permitted by giving such Governmental Authority, gives the other Parties the opportunity to attend notices and participate at obtaining such meetingconsents and estoppel certificates described in clause (e) above; provided, however, that neither Parent nor the Purchaser shall not have the any obligation to consult with the give any guarantee or other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion consideration of any meeting nature in connection with any Governmental Authority during such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets Parent or the Business. Subject Purchaser in their sole discretion may deem materially adverse to the Confidentiality Agreementinterests of Parent, each the Purchaser, the Company or any Subsidiary or their Business.
(g) The Seller, Parent and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Company or any Subsidiary or their Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company or any Subsidiary is a party (including any Material Contract) or is otherwise entitled to the benefit of is not obtained prior to the Closing, the Seller and Purchaser shall (and will, subsequent to the Closing, cooperate with Parent, the Purchaser, the Company or such Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use its reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging provide the Purchaser or the Company or such information and providing such assistance Subsidiary, as the other Party case may reasonably request in connection be, with the foregoing rights and in seeking Consents under benefits of the applicable Competition/Investment Lawsaffected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Seller provides such rights and benefits, the Company or such Subsidiary, as the case may be, shall assume the obligations and burdens thereunder.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Crown Castle International Corp), Stock Purchase Agreement (Quanta Services Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) Each party shall use its reasonable best efforts to obtain any authorizations, consents, orders, Permits, certifications, licenses and approvals of any Person and all Governmental Authorities and officials that may be or become necessary for its or their execution and delivery of, and the performance of its or their respective obligations pursuant to, this Agreement and the Transaction Documents and will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders, Permits, certifications, licenses and approvals.
(b) Seller shall give or cause to be given promptly such notices to third parties and use its reasonable best efforts to obtain such third party consents as Purchaser may, in its sole discretion, deem necessary or desirable in connection with the transactions contemplated by this Agreement.
(c) Purchaser shall cooperate and assist Seller in giving such notices and obtaining such consents; provided, however that Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice or consent or to consent to any change in the terms of any agreement or arrangement which Purchaser, in its sole discretion, may deem adverse to the interests of Purchaser or the Business.
(d) Seller shall transfer or assign all authorizations, consents, orders, Permits, certifications, licenses and approvals to Purchaser, to the extent such of the aforementioned are transferable or assignable; or to the extent that they are not transferable or assignable, Seller shall cooperate with Purchaser to provide any required notices to Governmental Authorities and to secure new authorizations, consents, orders, Permits, certifications, licenses and approvals which shall be required for the continued operation of the Business.
(e) Seller and Purchaser shall (further agree that, if any authorization, consent, order, Permit, certification, license or approval necessary or desirable to preserve for the Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which Seller is a party is not obtained or received prior to the Closing, subject to the right of Purchaser in such event not to consummate the purchase of the Acquired Assets pursuant to this Agreement, Seller will, subsequent to the Closing, cooperate fully with Purchaser in attempting to obtain such authorizations, consents, orders, Permits, certifications, licenses and approvals as promptly thereafter as practicable. In such event, if such authorizations, consents, orders, Permits, certifications, licenses or approvals cannot be obtained, Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance provide Purchaser with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents rights and benefits of the ECaffected lease, ▇▇▇▇ and the FTC license, contract, commitment or other agreement or arrangement for the Transaction (including term of such lease, license, contract or other agreement or arrangement and, if Seller provides such rights and benefits to have issued Purchaser, Purchaser shall bear the EC’s approval decision pursuant to Section 19 of the EC Commitments executory obligations and for the approval of Purchaser as the purchaser of the Purchased Assets); providedburdens thereunder. In no event, however, that no Party shall be required to pay any fees lease, license, contract, commitment or other payments agreement or arrangement be deemed to any have been assigned to Purchaser if such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and assignment would violate the terms thereof, except as Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date of this Agreement and may otherwise agree in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate writing at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment Lawstime.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Hostopia.com Inc.), Asset Purchase Agreement (Hostopia.com Inc.)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller the Purchaser, Parent and Purchaser shall (and the Seller shall use its reasonable best efforts to cause Rexam to) use obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its reasonable best efforts to take, or cause to be taken, all actionsexecution and delivery of, and to dothe performance of its obligations pursuant to, or cause to be done, this Agreement and assist the Ancillary Agreements and will cooperate fully with each other party in doingpromptly seeking to obtain all such authorizations, all things necessary consents, orders and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereofapprovals, including using reasonable best efforts pursuant to obtain promptly all required Consents the applicable rules of the EC, ▇▇▇▇ and the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 German Act against Restraints of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller)Competition. Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not Each party hereto agrees to, knowingly enter into any acquisition or other agreementif necessary, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets supply as promptly as practicable after to the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority HSR Act and the Monitoring Trustee information applicable rules of the German Act against Restraints of Competition.
(b) The Seller and appropriate personnel in response Parent shall give promptly such notices to any queries made by them that are raised third parties and use their reasonable best efforts to obtain such third party consents and estoppel certificates as the Purchaser may reasonably require in connection with the Clearances transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that neither the Seller nor Parent shall have any obligation to give any guarantee or other consideration in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Seller or Parent may reasonably determine to be adverse to their interests.
(c) The Purchaser shall cooperate and use all reasonable efforts to assist the Seller and Parent in giving such notices and obtaining such consents and estoppel certificates; provided, however, that, except as required pursuant to Section 5.04(f), the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser may reasonably determine to be adverse to the interests of the Purchaser or the ConsentsBusiness.
(d) The Seller, Parent and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which may include information regarding this AgreementParent or any of its Affiliates is a party is not obtained prior to the Closing, the Seller and Parent will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller and Parent shall use their reasonable best efforts to provide the Purchaser with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Seller and Parent provide such rights and benefits, the Purchaser’s capabilities , as the potential purchaser of case may be, shall assume the Businessobligations and burdens thereunder.
(e) The Seller, Parent and the Purchaser agree to use their reasonable best efforts to provide the Purchaser with the rights and benefits under any lease, license, contract, commitment or other matters). If any objections are asserted with respect agreement or arrangement to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority which Parent or any private of its Affiliates is a party challenging pursuant to a Shared Contract for the Transaction term of such Shared Contracts; provided that, for contracts or agreements for the purchase of Inventory, other materials or personal property from any supplier, the term of rights and benefits to be provided by the Seller and Parent pursuant to this Section 5.04(e) shall be through December 31, 2006, and, if the Seller and Parent provide such rights and benefits, the Purchaser, as violative the case may be, shall assume the obligations and burdens thereunder; provided, however, that, in connection with providing the Purchaser with rights and benefits pursuant to Shared Contracts, neither the Seller nor Parent shall have any obligation to give any guarantee or other consideration or to consent to any change in the terms of any Competition/Investment Law, each of agreement or arrangement which the Seller and or Parent may reasonably determine to be adverse to their interests.
(f) The Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam toitself to be substituted for Parent or any of its Affiliates, effective as of the Closing Date or as promptly thereafter as reasonably practicable, in respect of all obligations of Parent and any of its Affiliates under each of the guarantees and other financial assurance arrangements or commitments obtained or entered into by Parent or any of its Affiliates for the benefit of the Business set forth in Section 5.04(f) of the Disclosure Schedule (the “Guarantees”). To the extent such substitution contemplated by the first sentence of this Section 5.04(f) has been effected, Parent and its Affiliates shall from and after the Closing cease to have any obligation whatsoever arising from or in connection with the Guarantees. To the extent such substitution contemplated by the first sentence of this Section 5.04(f) has not been effected, the Purchaser shall (i) use its reasonable best efforts to promptly resolve effect such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, substitution as may be required by: (i) the applicable Governmental Authority in order to resolve such objections soon as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business practicable and (ii) as necessary to otherwise comply indemnify Parent and its Affiliates with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials respect to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate such Guarantees in any meeting accordance with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment LawsArticle VIII.
Appears in 2 contracts
Sources: Asset Purchase Agreement (NewPage CORP), Asset Purchase Agreement (NewPage Holding CORP)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and The Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best commercial efforts to obtain promptly all required Consents authorizations, consents, orders and approvals of the ECall third parties, ▇▇▇▇ including all Governmental Authorities and officials that may be or become reasonably necessary for its execution and delivery of, and the FTC for performance of its obligations pursuant to, this Agreement and the Transaction (including Ancillary Agreements and will cooperate fully with the Purchaser in promptly seeking to have issued the EC’s approval decision obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing, if necessary, pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 HSR Act with respect to the Transaction. Seller and Purchaser each agree, to the extent required transactions contemplated by applicable Law this Agreement within ten (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser 10) Business Days of the Purchased Assets date hereof and to supply as promptly as practicable after to the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of HSR Act. The filing fee for such HSR Act filing shall be borne by the Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and The Seller shall cooperate and use its reasonable best commercial efforts to cause Rexam to) promptly disclose to obtain or assist the other Parties, Purchaser in obtaining such third party consents and provide copies to estoppel certificates as may be reasonably necessary or desirable in connection with the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication transactions contemplated by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement.
(c) The Purchaser shall cooperate and use all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that materials the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole discretion may be redacted (i) deem adverse to remove references concerning the valuation, projections, business plans or prospects interests of the Purchased Entities, Purchased Assets Purchaser or the Business Business.
(d) The Seller and (ii) as necessary to otherwise comply with contractual arrangements or applicable Lawsthe Purchaser agree that, provided that in the case of each of event that any consent, approval or authorization reasonably necessary or desirable to preserve for the foregoing clauses (i) and (ii), if a Party provides redacted materials to Business any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without right or benefit under any redactions applied Assumed Contract is not obtained prior to the legal advisors of that PartyClosing, the Seller will, subsequent to the Closing, cooperate with the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as is reasonably practicable. Neither Seller nor Purchaser shall (and If such consent, approval or authorization cannot be obtained, the Seller shall use its reasonable best commercial efforts to provide the Purchaser with, or cause Rexam to be provided to the Purchaser, the rights and benefits of the affected Assumed Contract for the term of such Assumed Contract. To the extent that any Assumed Contract is not to) agree to participate in capable of being assigned, transferred, subleased or sublicensed without the consent or waiver of the other party thereto or any meeting with any Governmental Authority in respect third party including a government or governmental unit, or if such assignment, transfer, sublease or sublicense or attempted assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of any filingslaw, investigation decree, order, regulation, or other governmental edict, this Agreement shall not constitute an assignment, transfer, sublease or sublicense thereof, or an attempted assignment, transfer, sublease or sublicense of any such Assumed Contract.
(e) In using its reasonable commercial efforts to obtain any authorization, order, consent, approval, assignment, estoppel certificate or waiver hereunder, the Seller shall not be obligated to incur costs, expenses (including any settlement third-party legal fees) and (collectively, “Consent Costs”) which, along with all other Consent Costs incurred by the Seller, (x) exceed $500,000 in the aggregate and (y) are other than one-time costs to be paid in connection with obtaining such authorization, order, consent, approval, assignment or waiver. For the sake of the investigation)clarity, litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser Audiovox shall not have the any obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment Lawsincur Consent Costs.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Utstarcom Inc), Asset Purchase Agreement (Utstarcom Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) Each Subject to the terms and conditions of Seller this Agreement, prior to the Closing, each of Buyer and Purchaser shall (and Seller Parent shall use its commercially reasonable best efforts to: (i) cooperate with one another in determining which filings are required to be made by each of them prior to the Closing with, and which consents, approvals, permits or authorizations are required or reasonably advisable to be obtained by each of them prior to the Closing from, Governmental Authorities or other Persons in connection with the execution and delivery of this Agreement and the performance of its obligations under this Agreement, and (ii) subject to Section 5.03(a) of the Seller Disclosure Schedule, assist one another in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers required or reasonably advisable to be made and obtained by the others. Without limiting the generality of the foregoing, Buyer will use its commercially reasonable efforts to provide any guarantees of obligations under a Contract or Permit required by any Person or Governmental Authority as a condition to granting such Person’s or Governmental Authority’s consent, approval, permit, authorization or waiver with respect to such Contract or Permit. In addition, prior to the Closing, Seller and Buyer shall each use, and shall each cause Rexam to) use its their respective Affiliates to use, commercially reasonable best efforts to takeobtain all necessary consents for the assignment and transfer of the IT Contracts and provision of the services under the Transition Services Agreements, it being agreed that in connection with obtaining such consents (i) Seller and Buyer shall each be responsible for one-half (1/2) of all costs and expenses owed to the counterparties of (x) the IT Contracts and (y) any other Contracts for which consent is required to provide the services under the Transition Services Agreements, and (ii) neither party shall be obligated to make, or responsible to pay the cost of, any unreasonable concession, alteration, modification, or amendment of, to, or under any IT Contract or such other Contract (including increased prices, fees, or volumes, term extensions, or entering into a new agreement for additional services) in connection with obtaining such consents. Notwithstanding anything to the contrary herein, in connection with obtaining the consent of any Person (other than a Governmental Authority), no party shall be obligated to offer or grant any accommodation (financial or otherwise) to obtain any consent or approval required or reasonably advisable for the consummation of the transactions contemplated hereby under any Contract (other than the IT Contracts or Contracts for which consent is required to provide the services under the Transition Services Agreements, as provided above); provided, that, other than with respect to IT Contracts or Contracts for which consent is required to provide the services under the Transition Services Agreements, as provided above, without the prior written consent of Buyer, neither Parent nor its Affiliates shall commit to pay to any third party whose consent or approval is being solicited any amount of cash or other consideration or make any commitment or incur any Liability in connection therewith, in each case to the extent it would be an Assumed Liability. Prior to making any application to or filing with (such as confidential information relating to valuation of the Business, competitively sensitive information or privileged communications) any Governmental Authority in connection with this Agreement, Buyer and Parent shall provide one another with drafts of such application or filing (excluding or, as appropriate, restricting access to any confidential information included in such application or filing) and afford one another a reasonable opportunity to comment on such drafts. As promptly as practicable, Buyer and Parent shall file or cause to be takenfiled any filings required under any applicable Competition Laws in connection with this Agreement and the transactions contemplated hereby, all actionsincluding filing the Notification and Report Forms required pursuant to the HSR Act no later than ten (10) Business Days following the Agreement Date, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents file or cause to be filed the applicable filings under the Competition Laws set forth on Section 5.03(a) of the EC, ▇▇▇▇ and Seller Disclosure Schedule no later than fifteen (15) Business Days following the FTC for Agreement Date. Buyer shall bear the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Sellerof any required filing under the applicable Competition Laws.
(b) Without limiting the generality of Section 5.03(a). Seller , each of Buyer and Purchaser Parent shall not, (and Seller shall use its commercially reasonable best efforts to cause Rexam not its Affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to, knowingly enter into any acquisition or other agreement, make any announcement ) consult and fully cooperate with respect and provide assistance to any transaction (except as required pursuant to applicable Law or the rules one another in seeking early termination of any applicable stock exchange) waiting period under the HSR Act or take any other action that could reasonably be expected to have the effect of materially delaying, impairing foreign acquisition control or impeding the receipt of any Consents of any Governmental Authority with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Competition Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shallapplicable, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order use commercially reasonable efforts to avoid the entry of, or to effect the dissolution, vacating, lifting, altering have vacated or reversal ofterminated, any order Governmental Order that has the effect of restrictingwould restrain, preventing prevent or prohibiting the materially delay consummation of the Transactiontransactions contemplated hereby. Subject to the provisions of this Section 5.03, neither Buyer nor Parent shall knowingly impede or delay the termination or expiration of any waiting period under the HSR Act or any Competition Laws or enter into any agreement with the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any similar foreign Governmental Authority responsible for overseeing acquisition control Laws or Competition Laws not to consummate the transactions contemplated hereby, except with the prior written consent of one another, and neither Buyer nor Parent, nor their respective Affiliates, shall withdraw its initial filing under the HSR Act contemplated by this Section 5.03, or any similar filing concerning acquisition control Laws or Competition Laws, with the intent to refile such filing unless the other party has consented in advance to such withdrawal and refiling.
(bc) Subject Each of Buyer and Parent shall (i) promptly notify one another of any written or verbal communication to that party from any Governmental Authority located in the United States or outside of the United States with respect to the Confidentiality transactions contemplated by this Agreement and or any application to or filing with such Governmental Authority in connection with this Agreement and, subject to applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Partiesif practicable, and provide copies to the other Parties of, all correspondence, filings or communications between them or any of their Representatives, on the permit one hand, and any Governmental Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties another to review in advance or engage in consultation, as appropriate, concerning any proposed correspondence, filings substantive written or verbal communication by with respect to such Party matters to any such Governmental Authority relating to and incorporate the matters that are the subject of this Agreement; providedother parties’ reasonable comments, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filingsfiling, investigation (including any settlement of or inquiry concerning this Agreement or the investigation), litigation or other inquiry related to the Transaction transactions contemplated hereby unless it first uses commercially reasonable efforts to consult consults with the other Parties party in advance and, to the extent permitted by such Governmental Authority, gives the other Parties party the opportunity to attend attend, (iii) respond as fully and participate at such meeting; provided, however, that Purchaser shall not have the obligation promptly as reasonably practicable to consult with the other Parties with respect to, any inquiries or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with requests for information or documents received from any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents filings under the HSR Act or other similar filings concerning acquisition control Laws or Competition Laws related to the transactions contemplated hereby, and (iv) furnish one another with copies of all correspondence, filings and written communications between such parties and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Business, privileged communications or other competitively sensitive information. Each party may also reasonably designate any material provided to the other as “Outside Counsel Only Material” or with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials).
(d) Notwithstanding any other provision of this Agreement to the contrary, if any administrative or judicial Action is instituted (or threatened to be instituted) challenging the transactions contemplated hereby as violative of the HSR Act or any foreign acquisition control Laws or Competition Laws, or if any Law or Governmental Order is enacted, entered, promulgated or enforced by a Governmental Authority that would make the transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the transactions contemplated hereby, Buyer shall, and shall cause its Subsidiaries to, (i) sell, hold separate or otherwise dispose of or conduct its business in a specified manner, (ii) agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner or (iii) permit the sale, holding separate or other disposition of, any assets of Buyer or its Subsidiaries, or conduct its business in a specified manner, and (iv) contest and resist any such Action, in all of such cases of (i) through (iv), as may be required to avoid the commencement of any such Action, or if already commenced, to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby and to have such Law or Governmental Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated hereby; provided that neither Buyer nor its Affiliates shall be required to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of Buyer and its Affiliates as they would exist after the Closing, taken as a whole. Parent shall not, without the written consent of Buyer, publicly or before any Governmental Authority or other Person, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation or other action of a type described in this Section 5.03(d).
(e) Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable Competition/Investment Lawswaiting period; (ii) increase the risk of any Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the transactions contemplated hereby; (iii) increase the risk of not being able to remove any such Governmental Order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller Purchaser and Purchaser shall (and Seller the Company shall use its reasonable best efforts to cause Rexam to) use obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its reasonable best efforts to take, or cause to be taken, all actionsexecution and delivery of, and the performance of its obligations pursuant to, the Transaction Agreements and will cooperate fully with the other party in promptly seeking to doobtain all such authorizations, or cause to be doneconsents, orders and approvals. The Company shall, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to shall cause the Closing conditions set forth in Article VII applicable Subsidiaries to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents of the EC, ▇▇▇▇ and the FTC (i) submit complete application documents for the Transaction Article 71 Waiver within two (including to have issued 2) Business Days after the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets)Effective Date; provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchangeii) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets supply as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly MEMR or other Government Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws by MEMR or other Government Authorities; and (includingiii) at Purchaser’s request, in the case of Purchaser, to promptly provide or make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee as promptly as practicable all information and documentary materials to enable Purchaser to make appropriate personnel in response to any queries made by them that are raised filings under the Anti-trust Laws in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect Transactions.
(b) The Company shall give promptly such notices to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller third parties and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam toobtain such third party consents and estoppel certificates as Purchaser may in its reasonable discretion deem necessary or desirable in connection with the Transactions.
(c) Purchaser shall cooperate and use its reasonable best efforts to promptly resolve assist the Company in giving such objections. In furtherance of the foregoing, Purchaser shall, notices and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates obtaining such consents and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meetingestoppel certificates; provided, however, that Purchaser shall not have the no obligation to consult give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the other Parties with respect terms of any agreement or arrangement which Purchaser in its sole discretion may deem adverse to the interests of Purchaser, the Company, any Subsidiary or their respective businesses.
(d) Company shall, and shall cause the Subsidiaries to, or give provide all such information, analysis, technical and other reports and documents and execute all such applications, documents and other things as may be required by the HKSE, any other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which or Purchaser reasonably expects for the purposes of obtaining the Purchaser Shareholders Approval, the Exchange Approvals and any consent or waiver from the HKSE required under the HKSE Listing Rules and/or facilitating Purchaser to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller prepare and Purchaser shall (issue any announcement and Seller shall use its reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request circular in connection with the foregoing and in seeking Consents under the applicable Competition/Investment LawsTransactions.
Appears in 2 contracts
Sources: Investment Agreement (Transmeridian Exploration Inc), Investment Agreement (United Energy Group LTD)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller Parent shall use its all reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents of (or cause the ECCompany, ▇▇▇▇ SAP Thai and the FTC Other Sellers to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the Transaction (including performance of its obligations pursuant to, this Agreement and will cooperate fully with the Purchaser in promptly seeking to have issued the EC’s approval decision obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing, if necessary, pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 HSR Act with respect to the Transaction. Seller and Purchaser each agree, to the extent required transactions contemplated by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser this Agreement within five Business Days of the Purchased Assets date hereof and to supply as promptly as practicable after to the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (includingthe HSR Act. In addition, in each Party agrees to make, or cause to be made, promptly any filing that the case of Purchaser, Purchaser identifies to promptly make available to the EC, CADE, the FTC and Parent as being required under any other applicable Governmental Authority non-United States antitrust, merger control or competition Law or by any other antitrust, merger control or competition authority. The Purchaser will be responsible for paying the normal filing fees incurred by the Purchaser and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised Parent in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties of, all correspondence, HSR Act 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, relating to the matters that are the subject of this Agreement and the Transaction similar merger control or competition Law filings being made by the parties in the United Kingdom and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this AgreementGermany; provided, however, that materials the Purchaser shall not be responsible for paying any other fees or expenses incurred by Parent (including, without limitation, counsel fees) in connection with the preparation of such filings.
(b) Parent shall, or shall cause the Company, SAP Thai and the Other Sellers to, give promptly such notices to third parties and use its or their reasonable efforts to obtain such third party consents as the Purchaser may reasonably deem necessary or desirable in connection with the transactions contemplated by this Agreement.
(c) The Purchaser shall cooperate and use all reasonable efforts to assist Parent in giving such notices and obtaining such consents.
(d) In connection with any consent that may be redacted (i) requested by Parent or Purchaser, neither party to remove references concerning this Agreement shall have any obligation to give any guarantee or other financial or similar consideration of any nature in connection with any notice or consent or to consent to any change in the valuationterms of any agreement or arrangement which either party in its sole and absolute discretion may deem adverse to the interests of such party, projectionsthe Company, business plans or prospects of the Purchased Entities, Purchased Assets SAP Thai or the Business SAP Business.
(e) Parent and (ii) as necessary to otherwise comply with contractual arrangements or applicable Lawsthe Purchaser agree that, provided that in the case of each of event any consent, approval or authorization necessary or desirable to preserve for the foregoing clauses SAP Business, the Company or SAP Thai or any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which Parent, the Company, SAP Thai or an Other Seller is a party is not obtained prior to the Closing (i) and (iithe parties acknowledge and agree that, except as set forth herein, no such consent, approval or authorization shall be a condition to the Purchaser's obligation to close), if a Party provides redacted materials to any other PartyParent will, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied subsequent to the legal advisors of that PartyClosing, cooperate with the Purchaser, the Company and SAP Thai in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. Neither Seller nor Purchaser shall (and Seller If such consent, approval or authorization cannot be obtained, except with respect to customer contracts, Parent shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting provide the Purchaser, the Company, SAP Thai or the SAP Business, as the case may be, with any Governmental Authority in respect of any filings, investigation (including any settlement the rights and benefits of the investigation)affected lease, litigation license, contract, commitment or other inquiry related to agreement or arrangement for the Transaction unless it first uses commercially reasonable efforts to consult with the term of such lease, license, contract or other Parties in advance agreement or arrangement, and, to if Parent provides any such rights and benefits, the extent permitted by such Governmental AuthorityPurchaser, gives the other Parties the opportunity to attend and participate at such meeting; providedCompany or SAP Thai, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party case may reasonably request in connection with be, shall assume the foregoing obligations and in seeking Consents under the applicable Competition/Investment Lawsburdens thereunder.
Appears in 2 contracts
Sources: Asset and Stock Purchase Agreement (Amcol International Corp), Asset and Stock Purchase Agreement (Amcol International Corp)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller The Sellers shall use its all reasonable best efforts to cause Rexam to) use its reasonable best efforts to takepromptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or cause to be taken, all actionsbecome necessary for their execution and delivery of, and to dothe performance of their obligations pursuant to, or cause to be donethis Agreement and the Ancillary Agreements, and assist and will cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance fully with the terms hereof, including using reasonable best efforts Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make promptly all required Consents of the ECits respective filings, ▇▇▇▇ and the FTC for the Transaction (including to have issued the EC’s approval decision if necessary, pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 HSR Act with respect to the Transaction. Seller and Purchaser each agree, to the extent required transactions contemplated by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser this Agreement within ten Business Days of the Purchased Assets entry of the date of the Bidding Procedures Order, and to supply as promptly as practicable after to the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this AgreementHSR Act; provided, however, that materials may the Purchaser and the Sellers agree that neither of them will make any voluntary filing under applicable foreign antitrust laws or regulations unless advised by legal counsel in such jurisdiction that the failure to make a filing would result in a Material Adverse Effect or otherwise be redacted in violation of Applicable Law.
(ib) The Sellers shall give promptly such notices to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall third parties (and Seller shall use its their reasonable best efforts to cause Rexam not toobtain such third party consents and estoppel certificates) agree to participate as the Purchaser may in any meeting its sole discretion deem necessary or desirable in connection with any Governmental Authority in respect of any filings, investigation the transactions contemplated by this Agreement and the Ancillary Agreements.
(including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially c) The Purchaser shall cooperate and use all reasonable efforts to consult with assist the other Parties Sellers in advance and, to the extent permitted by giving such Governmental Authority, gives the other Parties the opportunity to attend notices and participate at obtaining such meetingconsents and estoppel certificates; provided, however, that the Purchaser shall not have the no obligation to consult with the give any guarantee or other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion consideration of any meeting nature in connection with any Governmental Authority during such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser reasonably expects in its sole discretion may deem adverse to discuss the valuation, projections, business plans or prospects interests of the Purchased Entities, Purchased Assets Purchaser or the Business. Subject .
(d) The Sellers and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Business any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which any of the Sellers is a party is not obtained prior to the Confidentiality AgreementClosing, each of Seller and the Sellers will, subsequent to the Closing, cooperate with the Purchaser shall (and Seller in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Sellers shall use its their reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as provide the other Party may reasonably request in connection Purchaser with the foregoing rights and in seeking Consents under benefits of the applicable Competition/Investment Lawsaffected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Sellers provides such rights and benefits, the Purchaser shall assume the obligations and burdens thereunder.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Perry Ellis International Inc), Asset Purchase Agreement (Tropical Sportswear International Corp)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller The Company shall use its commercially reasonable best efforts to cause Rexam obtain all material Consents that are or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Transaction Documents to which it is a party and will reasonably cooperate with Parent in promptly seeking to obtain all such Consents, including, but not limited to any matters involving Government Antitrust Entities.
(b) The Company shall give promptly such notices to third parties and use its commercially reasonable best efforts to obtain such third party Consents as are required to consummate the Transactions.
(c) The Company shall cooperate and use its commercially reasonable efforts to assist any other Party in giving such notices and obtaining such Consents as are required to consummate the Transactions.
(d) Notwithstanding the generality of the foregoing, and upon the terms and subject to the conditions of this Agreement, each Party will use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) or desirable to cause the Closing conditions set forth in Article VII to the obligations of the other parties hereunder to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereofTransactions, including using making all necessary filings (including filings under the HSR Act) with any Government Antitrust Entity, and obtaining all necessary waivers, clearances, Consents and approvals from, and taking all steps to avoid any Action or proceeding by, any Government Antitrust Entity.
(e) To the extent required, each of the Parties will use its commercially reasonable best efforts to obtain promptly all required Consents of the EC, ▇▇▇▇ prepare and the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to makefile, or to cause to be made any required filing promptly prepared and filed, with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable appropriate Government Antitrust Entity not later than ten (10) Business Days after the date of this Agreement and (unless otherwise mutually agreed among the Parties) a notification with respect to the Transactions pursuant to the HSR Act in any event within any time which each requests early termination of the waiting period imposed by applicable Competition/Investment Lawsthereunder. Each of the Parties shall respond, as promptly as reasonably practicable to all information requests from a Government Antitrust Entity under the HSR Act, and shall reasonably cooperate with each other in responding to supply promptly any additional such request. Each of the Parties will furnish to the other (or its outside counsel) and, upon request, to any Government Antitrust Entity, such information and documentary material that assistance as may be reasonably requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances foregoing, including by responding promptly to and complying fully with any request for additional information or documents under the ConsentsHSR Act; provided, which may include information regarding this Agreement, Purchaser’s capabilities as that in no event shall a Party be obligated to provide the potential purchaser other Parties any portion of the Businessinformation and materials it furnishes to a Government Antitrust Entity in connection with its HSR filing that is not customarily furnished to the other Parties to a transaction in connection with HSR Act filings. Each of the Parties will use its commercially reasonable efforts to resolve favorably any review or consideration of the antitrust aspects of the Transactions by any Government Antitrust Entity with jurisdiction over the enforcement of any applicable Antitrust Laws. Each of the Parties shall promptly inform the other Parties of any communication to or from the Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”), or any other Governmental Entity regarding the Transactions. Each of the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any communication, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal, or other matters)submission made to a Government Antitrust Entity in connection with any investigation or proceeding under the HSR Act relating to the Transactions. If Except as may be prohibited by any Government Antitrust Entity, in connection with any investigation or proceeding under the HSR Act concerning the Transactions, each of the Parties shall permit Representatives of the other Parties to be present and participate in all meetings, conferences, or other communications with a Government Antitrust Entity relating to any such proceeding or investigation.
(f) In furtherance and not in limitation of the efforts referred to above in this Section 5.6, if any objections are asserted with respect to the Transaction Transactions under any Competition/Investment Law the HSR Act, or if any Action, suit or proceeding is instituted (or threatened to be instituted) by any Governmental Authority the FTC, the DOJ or any private other Governmental Entity or any third party challenging the Transaction as violative Transactions or that would otherwise prohibit or materially impair or materially delay the consummation of any Competition/Investment Lawthe Transactions, each of Seller and Purchaser shall (and Seller Party shall use its commercially reasonable best efforts to cause Rexam to) use its reasonable best efforts resolve any such objections or actions, suits or proceedings so as to promptly resolve such objections. In furtherance permit the consummation of the foregoingtransactions contemplated by this Agreement as expeditiously as possible.
(g) Notwithstanding the foregoing in this Section 5.6, Purchaser shall, and shall cause none of Parent or its Affiliates shall be obligated to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the applicable Governmental Authority in order sale, divestiture, license or other disposition of any material portion of its capital stock, assets, rights, products or businesses; (ii) agree to resolve such objections as such Governmental Authority may have any material restrictions on the activities of Parent or its Affiliates (including, after the Closing, the Company); (iii) waive any material rights to such transactions under which they are entitled; (iv) defend, commence or prosecute any Competition/Investment LawAction; or (iiv) take any domestic other action to prevent, effect the dissolution of, vacate, or foreign court lift any decree, order, judgment, injunction, temporary restraining order, or other tribunal, order in any Action brought by a private party suit or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order proceeding that has would otherwise have the effect of restricting, preventing or prohibiting delaying the consummation of the TransactionTransactions.
(bh) Subject to the Confidentiality Agreement The Company shall cooperate and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with assist the other Parties Parent and its Affiliates in advance and, the preparation of a notification for submission to the extent permitted by such appropriate PRC Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the BusinessEntity as provided in SAT Notice [2015] No. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request 7 in connection with indirect transfer of any PRC Subsidiary of the foregoing and in seeking Consents under Company that would occur as a result of the applicable Competition/Investment LawsMerger (the “Announcement 7 Notification”). The Parties contemplate that Parent will cause the Announcement 7 Notification to be filed with the appropriate PRC Governmental Entity within thirty (30) days following the Closing.
Appears in 2 contracts
Sources: Merger Agreement (Pericom Semiconductor Corp), Merger Agreement (Diodes Inc /Del/)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller the parties hereto shall use its reasonable best efforts to cause Rexam to) use promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that are necessary for its reasonable best efforts to take, or cause to be taken, all actionsexecution and delivery of, and to dothe performance of its obligations pursuant to, or cause to be done, this Agreement and assist the Ancillary Agreements and will cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance fully with the terms hereof, including using reasonable best efforts other party in promptly seeking to obtain promptly all required Consents of the ECsuch authorizations, ▇▇▇▇ consents, orders and the FTC for the Transaction (including approvals. Each party hereto agrees to have issued the EC’s approval decision make its filing pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 HSR Act with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser Transactions within ten Business Days of the Purchased Assets date hereof and to supply as promptly as practicable after to the date of this Agreement and in appropriate Governmental Authorities any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority HSR Act. The Purchaser and the Monitoring Trustee information and appropriate personnel in response Company shall each pay their respective filing or other fees required to any queries made be paid by each of them that are raised in connection with the Clearances or the Consentsall authorizations, which may include information regarding consents, orders and approvals contemplated by this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this AgreementSection 5.06; provided, however, that materials may be redacted the Purchaser shall pay all fees payable in connection with all filings under the HSR Act, the Mexican Federal Law of Economic Competition, the Russian Federal Law on Competition Protection No. 135-FZ (iJuly 2006) and the Chinese Anti-Monopoly Law of 2008.
(b) Nothing contained in this Agreement shall give the Purchaser, directly or indirectly, the right to remove references concerning control or direct the valuation, projections, business plans or prospects operations of the Purchased Entities, Purchased Assets Company or the Business and (ii) as necessary Subsidiaries or shall give the Company, directly or indirectly, the right to otherwise comply with contractual arrangements control or applicable Lawsdirect the operations of the Purchaser or its subsidiaries prior to the Closing. Prior to the Closing, provided that in the case of each of the foregoing clauses (i) Company and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Affiliates’ respective operations.
(c) The Company shall, and Seller shall cause the Subsidiaries to, give promptly such notices to third parties and use its reasonable best efforts (without any obligation to cause Rexam not tomake any payments) agree to participate obtain such third-party consents and estoppel certificates as the Purchaser may in any meeting its reasonable discretion deem necessary in connection with any Governmental Authority in respect of any filings, investigation the Transactions.
(including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially d) The Purchaser shall cooperate and use all reasonable efforts (without any obligation to consult with make any payment) to assist the other Parties Company in advance and, to the extent permitted by giving such Governmental Authority, gives the other Parties the opportunity to attend notices and participate at obtaining such meetingconsents and estoppel certificates; provided, however, that the Purchaser shall not have the no obligation to consult with the give any guarantee or other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion consideration of any meeting nature in connection with any Governmental Authority during such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser reasonably expects in its reasonable discretion may deem adverse to discuss the valuation, projections, business plans or prospects interests of the Purchased EntitiesPurchaser, Purchased Assets the Company, any Subsidiary or the Business. Subject to .
(e) If the Confidentiality AgreementPurchaser so requests, each of Seller and Purchaser shall (and Seller the Company shall use commercially reasonable efforts (without any obligation to make any payments or incur out-of-pocket expenses) to assist the Purchaser in the preparation of its reasonable best efforts registration statement on Form S-1 to cause Rexam to) coordinate and cooperate fully be filed with each other in exchanging such information and providing such assistance as the other Party may reasonably request SEC in connection with the foregoing and in seeking Consents under issuance of the applicable Competition/Investment LawsPurchaser’s shares.
Appears in 1 contract
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser party shall (and Seller shall for itself use its all reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents (or, in the case of each of the EC, ▇▇▇▇ Parent Entities and the FTC for Sellers separately, cause the Transaction (including Partnership and the Subsidiaries to have issued the EC’s approval decision pursuant to Section 19 obtain) all authorizations, consents, orders and approvals of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such all Governmental Authorities in order and officials that may be or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement and will cooperate fully promptly seeking to obtain any all such Consent (other than normal filing fees that are imposed by Law on Seller)authorizations, consents, orders and approvals. Seller and Purchaser shall not, and Seller shall use its reasonable best efforts Each party hereto agrees for itself to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets supply as promptly as practicable after to the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to HSR Act.1 Without limiting the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance generality of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: each party hereto will (i) use all reasonable efforts to prevent the applicable Governmental Authority entry in order to resolve such objections as such Governmental Authority may have to such transactions a judicial or administrative proceeding brought under any Competition/Investment Lawantitrust law of any preliminary injunction or other order that would make consummation of the transactions contemplated hereby unlawful or would prevent or delay such consummation; or and (ii) any domestic or foreign court or other tribunaltake promptly, in any Action brought by the event that such an injunction or order has been issued in such a private party proceeding, all steps necessary to prosecute an appeal of such an injunction or Governmental Authority challenging order, and diligently prosecute such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transactionappeal.
(b) Subject The Parent Entities and the Sellers shall or shall cause the Partnership and the Subsidiaries to give promptly such notices to third parties and use all reasonable efforts to obtain such third party consents and estoppel certificates as the Confidentiality Agreement and applicable Law, each of Seller and Purchaser may deem necessary or desirable in connection with the transactions contemplated by this Agreement.
(c) The Purchaser shall (cooperate and Seller shall use its all reasonable best efforts to cause Rexam to) promptly disclose to assist the other Parties, Partnership in giving such notices and provide copies to the other Parties of, all correspondence, filings or communications between them or any of their Representatives, on the one hand, obtaining such consents and any Governmental Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreementestoppel certificates; provided, however, that materials may be redacted (i) neither the Purchaser nor the Parent Entities or Sellers shall have any obligation to remove references concerning the valuation, projections, business plans give any guarantee or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect consideration of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing terms of any agreement or arrangement which the Purchaser may deem adverse to the interests of the Purchaser, the Partnership, any Subsidiary or their respective businesses.
(d) None of the Purchaser, the Parent Entities or the Sellers knows of any reason why all the consents, approvals and in seeking Consents under authorizations necessary for the applicable Competition/Investment Laws.consummation of the transactions contemplated hereby will not be received. 42 37
Appears in 1 contract
Sources: General Partnership Interest Purchase Agreement (Galileo International Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller The Company and Purchaser shall (and Seller the Subsidiaries shall use its their commercially reasonable best efforts to cause Rexam toobtain those authorizations, consents, orders and approvals of all Governmental Authorities and officials that are set forth on Section 5.04(a) of the Disclosure Schedule (the "Required Governmental Consents"), and will cooperate fully with Parent in promptly seeking to obtain all such Required Governmental Consents.
(b) The Company and the Subsidiaries shall give promptly such notices to third parties and use its or their commercially reasonable best efforts to obtain those third party consents and estoppel certificates that are set forth on Section 5.04(b) of the Disclosure Schedule (the "Required Third-Party Consents").
(c) Parent shall cooperate and use all reasonable efforts to assist the Company in giving such notices and obtaining the Required Third-Party Consents; provided, however, that Parent shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which Parent in its sole discretion may deem adverse to the interests of Parent, the Company or any Subsidiary.
(d) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, and assist and cooperate with each all other in doingthings necessary, all things necessary and proper or advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective as promptly as practical following the Transaction as soon as practicable in accordance with Effective Time the terms hereoftransactions contemplated by this Agreement, including using reasonable best efforts to obtain promptly in a timely manner all required Consents of the ECwaivers, ▇▇▇▇ consents and the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent approvals required by applicable Law (including Competition/Investment Laws), this Agreement and to make, effect all necessary registrations and filings and otherwise to satisfy or to cause to be made any required filing with or notification satisfied all conditions to its obligations under this Agreement. All parties agree that the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date of obligations under this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which this Section 5.04(d) may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses require commercially reasonable efforts to consult with cooperate after the other Parties Effective Time in advance and, order to preserve the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend rights and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects benefits of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment LawsSurviving Corporation.
Appears in 1 contract
Sources: Merger Agreement (Zila Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and The Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, obtain (or cause the Company and the Subsidiaries to obtain, as applicable) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be taken, all actionsor become necessary for its execution and delivery of, and to dothe performance of its obligations pursuant to, or cause to be done, this Agreement and assist the Ancillary Agreements and will cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance fully with the terms hereof, including using reasonable best efforts Purchaser in promptly seeking to obtain promptly all required Consents of the ECsuch authorizations, ▇▇▇▇ consents, orders and the FTC for the Transaction (including approvals. Each party hereto agrees to have issued the EC’s approval decision make an appropriate filing, if necessary, pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 HSR Act with respect to the Transaction. Seller transactions contemplated by this Agreement and Purchaser each agree, to the extent required by applicable Law use its reasonable efforts to make such filing within five (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser 5) Business Days of the Purchased Assets date hereof, but in no event later than ten (10) Business Days after the date hereof, and to supply as promptly as practicable after to the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws the HSR Act.
(including, in b) The Seller shall or shall cause the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority Company and the Monitoring Trustee information Subsidiaries to give promptly such notices to third parties and appropriate personnel use its or their reasonable best efforts to obtain such third party consents and estoppel certificates as the Purchaser may in response to any queries made by them that are raised its sole discretion deem necessary or desirable in connection with the Clearances or the Consents, which may include information regarding transactions contemplated by this Agreement.
(c) The Purchaser shall cooperate and use all reasonable best efforts to assist the Seller in obtaining the authorizations, consents, orders and approvals of all Governmental Authorities and officials described in Section 5.04(a) and giving the notices and obtaining such consents and estoppel certificates described in Section 5.04(b), including providing assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose authorization or consent is sought hereunder; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, the Company or any Acquired Subsidiary; and provided further, however, that notwithstanding anything to the contrary contained herein, the Purchaser shall not be required to take any action, including entering into a consent decree, hold separate orders or other arrangements, that (i) requires the divestiture of any assets of any of the Purchaser, the Company, any of the Purchaser’s capabilities as subsidiaries or any Acquired Subsidiary or (ii) limits the potential purchaser Purchaser’s freedom of action with respect to, or its ability to retain, the Company or any Subsidiaries or any portion thereof or any of the BusinessPurchaser’s, the Purchaser’s subsidiaries or their respective Affiliates’ assets or businesses.
(d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Company or any Acquired Subsidiary any right or benefit under any lease, license, contract, commitment or other matters)agreement or arrangement to which the Company or any Acquired Subsidiary is a party is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser, the Company or any such Acquired Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If any objections are asserted with respect to such consent, approval or authorization cannot be obtained, the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve provide the Purchaser, the Company or such objections. In furtherance Acquired Subsidiary, as the case may be, with the rights and benefits of the foregoingaffected lease, Purchaser shalllicense, and shall cause its Affiliates tocontract, take all actioncommitment or other agreement or arrangement for the term of such lease, including but not limited to agreeing to hold separate license, contract or to divest any of other agreement or arrangement, and, if the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual Seller provides such rights and obligationsbenefits, the Company or such Acquired Subsidiary, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of may be, shall assume the foregoing clauses (i) obligations and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment Lawsburdens thereunder.
Appears in 1 contract
Regulatory and Other Authorizations; Notices and Consents. (a) Each Subject to Sections 6.08(b), 6.08(c) and 6.08(d), and upon the terms and subject to the conditions set forth in this Agreement, each of Seller and Purchaser shall (and Seller shall the Parties agrees to use its commercially reasonable best efforts to cause Rexam to) 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 each the other Parties in doing, all things necessary and necessary, proper or advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective effective, in the Transaction as soon as practicable in accordance with most expeditious manner practicable, the terms hereof, including using reasonable best efforts to obtain promptly all required Consents transactions contemplated by this Agreement.
(b) Each of the EC, ▇▇▇▇ and the FTC for the Transaction (including Parties agrees to have issued the EC’s approval decision make an appropriate filing pursuant to Section 19 of the EC Commitments HSR Act, and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, any other competition or merger control filings that no Party shall may be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required transactions contemplated by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser this Agreement as the purchaser of the Purchased Assets as promptly soon as practicable after the date of this Agreement and hereof and, in any event event, within any time period imposed by applicable Competition/Investment Lawsfive (5) Business Days after the date hereof, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant thereto. Each of the Parties shall use its commercially reasonable efforts to Competition/Investment obtain all federal, state, local and foreign governmental and regulatory Consents, approvals, licenses and authorizations that are necessary for the consummation of the transactions contemplated hereby (collectively, the “Governmental Consents and Approvals”). Such commercially reasonable efforts by the Parties shall include (1) cooperating fully with each other in promptly seeking to obtain all such Governmental Consents and Approvals and (2) responding as promptly as reasonably practicable to any inquiries received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice for additional information or documentary material (including substantially complying with any Request for Additional Information pursuant to the HSR Act), and to all inquiries and requests received from any other Governmental Authority in connection therewith and acting in good faith and reasonably cooperating with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any applicable Laws with respect to any such filing. Notwithstanding anything to the contrary in this Agreement, Buyer shall have no obligation to make any proposals, to execute or perform any agreements or to agree or submit to any orders, consent decrees or other remedial actions of any Governmental Authority that would require Buyer to make or agree to any divestiture of any business or assets of Buyer or the Business, or would impose a material restriction on its businesses (includingincluding the Business) or assets.
(c) The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, in the case connection with all filings, applications, notices, analyses, appearances, presentations, memoranda, submissions, briefs, arguments, opinions and proposals made or submitted by or on behalf of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Party before any Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser approval of the Business, or other matters). If any objections are asserted transactions contemplated by this Agreement (except with respect to Taxes which shall be subject to the Transaction under any Competition/Investment provisions of Section 6.11); provided, that nothing will prevent a Party from responding to or complying with a subpoena or other legal process required by Law or if submitting factual information in response to a request therefor. For the avoidance of doubt, nothing herein shall require that Buyer or Seller make available to one another, other than through the other such Party’s respective counsel, any suit Item 4(c) or proceeding is instituted or threatened 4(d) documents that it may include with its HSR Act notification. In addition, except as prohibited by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser Party shall (and Seller shall use its reasonable best efforts to cause Rexam to1) use its reasonable best efforts to promptly resolve such objections. In furtherance of inform the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative Parties of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Partiesoral communication with, and provide copies to the other Parties ofof written communications with, all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority regarding any such filings or members of its staff, on the other hand, relating to the matters that are the subject of this Agreement and the Transaction any such transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii2) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting meetings or substantive discussions with any Governmental Authority with respect thereto without consulting with and offering the Parties a meaningful opportunity to participate in respect such meetings or discussions. None of the Parties shall agree to any extension, delay or voluntary suspension of any filingsapplicable waiting period.
(d) Each Party shall, investigation (including any settlement of the investigation)and shall cause its controlled subsidiaries to, litigation or other inquiry related to the Transaction unless it first uses use commercially reasonable efforts (at its own expense) to consult with obtain, and to cooperate in obtaining, all Consents from third parties related to any Contracts pertaining to the other Parties in advance and, Business to the extent permitted such Contracts require such Consents as a result of the transactions contemplated by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meetingTransaction Agreements; provided, however, that Purchaser neither Seller nor any of its Affiliates shall not have the be required to pay or commit to pay any amount to (or incur any obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than in favor of) any Person from whom any such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party Consent may reasonably request in connection with the foregoing and in seeking Consents under the applicable Competition/Investment Lawsbe required.
Appears in 1 contract
Regulatory and Other Authorizations; Notices and Consents. (aA) Each Subject to the terms and conditions herein provided, each of the Seller and Purchaser shall (and Seller shall use its reasonable best efforts agrees to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and assist make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each the other in doingconnection with the foregoing, including using all things necessary and advisable reasonable commercial efforts (subject to applicable Lawi) to cause refrain from taking any action that would inhibit or delay the Closing conditions set forth in Article VII to be satisfied and parties' ability to consummate and make effective the Transaction as soon as practicable in accordance with transactions contemplated by this Agreement; (ii) to obtain all consents, approvals and authorizations that are required to be obtained from Governmental Authorities; (iii) to obtain, without cost to the terms hereofPurchaser, all necessary waivers, consents and approvals from other parties to material leases, contracts, licenses, commitments, agreements and arrangements; (iv) to lift or rescind any injunction, restraining order, decree or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby; (v) to effect all necessary registrations and filings including, but not limited to, submitting notifications required by the HSR Act, including using reasonable best efforts to obtain promptly all required Consents therein a request for early termination of the ECwaiting period under the HSR Act, ▇▇▇▇ and providing information requested by Governmental Authorities; and (vi) to fulfill all conditions to this Agreement. The Seller and the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), agree to make, or to cause to be made any required made, an appropriate filing with or of a notification and report form pursuant to the ECHSR Act or, ▇▇▇▇ and in the FTC case of the Purchaser, use its reasonable best efforts to file an appropriate submission to the OSFI, in each case with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable transactions contemplated by this Agreement within 10 Business Days after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to HSR Act or by the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligationsOSFI, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transactionapplicable.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment Laws.
Appears in 1 contract
Sources: Purchase Agreement (Credit Suisse First Boston Usa Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller the parties to this Agreement shall use its commercially reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause perform and fulfill all conditions and obligations on their part to be taken, all actions, performed or fulfilled under this Agreement as promptly as practicable and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause effect the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable transactions contemplated by this Agreement expeditiously in accordance with the terms hereof, including using reasonable best efforts and provisions hereof and to obtain promptly all required Consents effect the transition and integration of the EC, ▇▇▇▇ business and the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 operations of the EC Commitments Business with the business and for the approval operations of Purchaser as the purchaser Buyer and its Affiliates. Each of the Purchased Assets); providedparties shall furnish to each other party in a timely manner all information, however, that no Party shall data and documents in the possession of such party requested by such party as may be required to pay obtain any fees necessary regulatory or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed approvals of this Agreement or the transactions contemplated by Law on Seller). Seller this Agreement and Purchaser shall not, and Seller shall otherwise use its commercially reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement cooperate fully with respect Buyer to any transaction (except as required pursuant to applicable Law or carry out the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller purpose and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date intent of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transactioncontemplated hereby.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller Each party hereto shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult obtain any authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its or their execution and delivery of, and the performance of its or their respective obligations pursuant to this Agreement and will use commercially reasonably efforts to cooperate fully with the other Parties parties hereto in advance andpromptly seeking to obtain all such authorizations, consents, orders and approvals. The Shareholders and each Company shall give promptly such notices to the extent permitted third parties and use their commercially reasonable efforts to obtain such third party consents and estoppel certificates as may be required by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request them or Buyer in connection with the foregoing transactions contemplated by this Agreement. Buyer shall cooperate and assist the Sellers in seeking Consents under the applicable Competition/Investment Lawsgiving such notices and obtaining such consents and estoppel certificates.
Appears in 1 contract
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller party hereto shall use its all reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, obtain (or cause the Company and its Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be taken, all actionsor become necessary for its execution and delivery of, and to dothe performance of its obligations pursuant to, or cause to be donethis Agreement and the other Transaction Documents, and assist and they will cooperate fully with each other in doingpromptly seeking to obtain all such authorizations, all things necessary consents, orders and advisable approvals.
(subject to applicable Lawb) to The Stockholders shall cause the Closing conditions set forth in Article VII Company and its Subsidiaries to be satisfied use all reasonable efforts to give such notices to third parties and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using use all reasonable best efforts to obtain promptly all required Consents of the EC, ▇▇▇▇ and the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser such third party consents as the purchaser of Purchaser may reasonably deem necessary or desirable in connection with the Purchased Assets)transactions contemplated by this Agreement.
(c) The Purchaser shall cooperate and use all reasonable efforts to assist the Company and its Subsidiaries in giving such notices and obtaining such consents; provided, however, that the Purchaser shall have no Party shall be required obligation to pay give any fees guarantee or other payments consideration of any nature in connection with any such notice or consent or to consent to any such Governmental Authorities change in order the terms of any agreement or arrangement which the Purchaser may reasonably deem materially adverse to obtain the interests of the Purchaser, the Company, any such Consent Subsidiary or the Business.
(other than normal filing fees that are imposed by Law on Seller). Seller d) The Stockholders, the Company and Purchaser shall notagree to make reasonable efforts to effect all necessary filings and submissions under the HSR Act, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or comply with other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 requests for information from Governmental Authority with respect to the Transaction. Seller and Purchaser each agreeAuthorities, to the extent required by applicable Law Law. Except as may be restricted by Law, (including Competition/Investment Laws), to make, or to cause to be made any required filing i) the parties hereto shall cooperate with or notification to the EC, ▇▇▇▇ and the FTC each other with respect to the Transaction and obtaining of information needed for the approval of Purchaser as the purchaser preparation of the Purchased Assets as promptly as practicable after the date of this Agreement Notification and in any event within any time period imposed by applicable Competition/Investment Laws, and Report Forms required to supply promptly any additional information and documentary material that may be requested filed pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to HSR Act by Stockholders and/or the EC, CADE, the FTC Company and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised Purchaser in connection with the Clearances or transaction contemplated hereby, and (ii) the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or parties shall use their reasonable efforts to cooperate and consult with each other matters). If any objections are asserted with respect to any written or oral responses to any requests for additional information or documentary material by the Transaction under any Competition/Investment Law Federal Trade Commission (the "FTC") or if any suit the Antitrust Division of the Department of Justice (the "Antitrust Division") in connection with the transactions contemplated hereby; provided, however, that nothing herein shall require the parties to exchange information which may be deemed to be of a sensitive or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objectionscompetitive nature. In furtherance of Notwithstanding the foregoing, Purchaser shallnone of the Purchaser, the Stockholders or the Company shall be obligated to contest any action or decision taken by the FTC or the Antitrust Division or any other Governmental Authority challenging the consummation of the transactions contemplated hereby, and nothing contained in this Agreement shall cause require Purchaser or its Affiliates to, take all action, including but not limited affiliates to agreeing agree to hold separate or to divest any of the Purchased Assets assets, properties or businesses or properties or assets of Purchaser or any of its Affiliates and Purchaser's affiliates or otherwise agree to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative imposition of any Competition/Investment Law, in order to avoid material restriction on the entry of, Business or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect operations of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties of, all correspondence, filings or communications between them or any of their RepresentativesPurchaser's Affiliates. Purchaser, on the one hand, and any Governmental Authority or members of its staffStockholders, on the other hand, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects shall each pay 50% of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents filing fees required under the applicable Competition/Investment LawsHSR Act.
Appears in 1 contract
Sources: Stock Purchase Agreement (Overseas Shipholding Group Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller The HollySys Stockholders shall use, and Purchaser shall (and Seller shall use its reasonable their best efforts to cause Rexam HollySys Holdings, BJ HLS, HZ HLS and HollySys Subsidiary to use, their commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement and the Transaction Documents and will cooperate fully with CNCAC in promptly seeking to obtain all such authorizations, consents, orders and approvals.
(b) The HollySys Stockholders shall give, and shall use its reasonable their best efforts to takecause HollySys Holdings, BJ HLS, HZ HLS and HollySys Subsidiary to give, promptly such notices to third parties and use its or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable their best efforts to obtain promptly such third party consents and estoppel certificates as CNCAC may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement.
(c) CNCAC shall cooperate and use all required Consents of the ECreasonable efforts to assist HollySys Holdings, ▇▇▇▇ BJ HLS, HZ HLS, HollySys Subsidiary and the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments each HollySys Stockholder in giving such notices and for the approval of Purchaser as the purchaser of the Purchased Assets)obtaining such consents and estoppel certificates; provided, however, that CNCAC shall have no Party shall be required obligation to pay give any fees guarantee or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules consideration of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the Clearances terms of any agreement or the Consents, arrangement which CNCAC in its sole discretion may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect deem adverse to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative interests of any Competition/Investment LawCNCAC, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoingHollySys Holdings, Purchaser shallBJ HLS, and shall cause its Affiliates toHZ HLS, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets HollySys Subsidiary or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment Laws.
Appears in 1 contract
Sources: Stock Purchase Agreement (Chardan North China Acquisition Corp)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller Zoi, the Company, Merger Sub and Purchaser CET-Nevada shall take all reasonable actions necessary or desirable to obtain (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause their Subsidiaries, as the case may be, to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be taken, all actionsor become necessary for execution and delivery of, and to dothe performance of obligations pursuant to, or cause to be done, this Agreement and assist and will cooperate fully with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts promptly seeking to obtain promptly all required Consents of the ECsuch authorizations, ▇▇▇▇ consents, orders and the FTC for the Transaction (including approvals. Each party hereto agrees to have issued the EC’s approval decision make an appropriate filing, if necessary, pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 HSR Act with respect to the Transaction. Seller transactions contemplated by this Agreement as promptly as reasonably practicable and Purchaser each agreeto supply, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after to the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case HSR Act. The Company shall use its best efforts to take such steps as may be necessary to comply with the securities and blue sky laws of Purchaser, to promptly make available all jurisdictions which are applicable to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised issuance of Company Common Stock in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters)Merger. If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller Zoi shall use its commercially reasonable best efforts to cause Rexam toassist the Company as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Company Common Stock in connection with the Merger.
(b) use its reasonable best efforts to promptly resolve such objections. In furtherance Each of Zoi and the foregoing, Purchaser Company shall, and shall cause its Affiliates their Subsidiaries, as the case may be, to, take all action, including but not limited give promptly such notices to agreeing third parties and use its or their reasonable efforts to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates obtain such third party consents and to terminate any existing relationships and contractual rights and obligations, estoppel certificates as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as reasonably necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) 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 Consents under the applicable Competition/Investment Lawstransactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Cet Services Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller Purchaser and Purchaser shall (and Seller the Company shall use its reasonable best efforts to cause Rexam to) use obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its reasonable best efforts to take, or cause to be taken, all actionsexecution and delivery of, and the performance of its obligations pursuant to, the Transaction Agreements and will cooperate fully with the other party in promptly seeking to doobtain all such authorizations, or cause to be doneconsents, orders and approvals. The Company shall, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to shall cause the Closing conditions set forth in Article VII applicable Subsidiaries to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents of the EC, ▇▇▇▇ and the FTC (i) submit complete application documents for the Transaction Article 71 Waiver within two (including to have issued 2) Business Days after the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets)date hereof; provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchangeii) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets supply as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly MEMR or other Government Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws by MEMR or other Government Authorities; and (includingiii) at Purchaser’s request, in the case of Purchaser, to promptly provide or make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee as promptly as practicable all information and documentary materials to enable Purchaser to make appropriate personnel in response to any queries made by them that are raised filings under the Anti-trust Laws in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect Transactions.
(b) The Company shall give promptly such notices to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller third parties and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam toobtain such third party consents and estoppel certificates as Purchaser may in its reasonable discretion deem necessary or desirable in connection with the Transactions.
(c) Purchaser shall cooperate and use its reasonable best efforts to promptly resolve assist the Company in giving such objections. In furtherance of the foregoing, Purchaser shall, notices and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates obtaining such consents and to terminate any existing relationships and contractual rights and obligations, as may be required by: (i) the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition/Investment Law; or (ii) any domestic or foreign court or other tribunal, in any Action brought by a private party or Governmental Authority challenging such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transaction.
(b) Subject to the Confidentiality Agreement and applicable Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) promptly disclose to the other Parties, and provide copies to the other Parties 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, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meetingestoppel certificates; provided, however, that Purchaser shall not have the no obligation to consult give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the other Parties with respect terms of any agreement or arrangement which Purchaser in its sole discretion may deem adverse to the interests of Purchaser, the Company, any Subsidiary or their respective businesses.
(d) Company shall, and shall cause the Subsidiaries to, or give provide all such information, analysis, technical and other reports and documents and execute all such applications, documents and other things as may be required by the HKSE, any other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which or Purchaser reasonably expects for the purposes of obtaining the Purchaser Shareholders Approval, the Exchange Approvals and any consent or waiver from the HKSE required under the HKSE Listing Rules and/or facilitating Purchaser to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller prepare and Purchaser shall (issue any announcement and Seller shall use its reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request circular in connection with the foregoing and in seeking Consents under the applicable Competition/Investment LawsTransactions.
Appears in 1 contract
Sources: Investment Agreement (Transmeridian Exploration Inc)
Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser party shall (and Seller shall for itself use its all reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents (or, in the case of each of the EC, ▇▇▇▇ Parent Entities and the FTC for Sellers separately, cause the Transaction (including Partnership and the Subsidiaries to have issued the EC’s approval decision pursuant to Section 19 obtain) all authorizations, consents, orders and approvals of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such all Governmental Authorities in order and officials that may be or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement and will cooperate fully promptly seeking to obtain any all such Consent (other than normal filing fees that are imposed by Law on Seller)authorizations, consents, orders and approvals. Seller and Purchaser shall not, and Seller shall use its reasonable best efforts Each party hereto agrees for itself to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) 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 with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets supply as promptly as practicable after to the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to HSR Act. Without limiting the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may include information regarding this Agreement, Purchaser’s capabilities as the potential purchaser of the Business, or other matters). If any objections are asserted with respect to the Transaction under any Competition/Investment Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging the Transaction as violative of any Competition/Investment Law, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to promptly resolve such objections. In furtherance generality of the foregoing, Purchaser shall, and shall cause its Affiliates to, take all action, including but not limited to agreeing to hold separate or to divest any of the Purchased Assets or businesses or properties or assets of Purchaser or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required by: each party hereto will (i) use all reasonable efforts to prevent the applicable Governmental Authority entry in order to resolve such objections as such Governmental Authority may have to such transactions a judicial or administrative proceeding brought under any Competition/Investment Lawantitrust law of any preliminary injunction or other order that would make consummation of the transactions contemplated hereby unlawful or would prevent or delay such consummation; or and (ii) any domestic or foreign court or other tribunaltake promptly, in any Action brought by the event that such an injunction or order has been issued in such a private party proceeding, all steps necessary to prosecute an appeal of such an injunction or Governmental Authority challenging order, and diligently prosecute such transactions as violative of any Competition/Investment Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the Transactionappeal.
(b) Subject The Parent Entities and the Sellers shall or shall cause the Partnership and the Subsidiaries to give promptly such notices to third parties and use all reasonable efforts to obtain such third party consents and estoppel certificates as the Confidentiality Agreement and applicable Law, each of Seller and Purchaser may deem necessary or desirable in connection with the transactions contemplated by this Agreement.
(c) The Purchaser shall (cooperate and Seller shall use its all reasonable best efforts to cause Rexam to) promptly disclose to assist the other Parties, Partnership in giving such notices and provide copies to the other Parties of, all correspondence, filings or communications between them or any of their Representatives, on the one hand, obtaining such consents and any Governmental Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Agreement and the Transaction and permit the other Parties to review in advance any proposed correspondence, filings or communication by such Party to any Governmental Authority relating to the matters that are the subject of this Agreementestoppel certificates; provided, however, that materials may be redacted (i) neither the Purchaser nor the Parent Entities or Sellers shall have any obligation to remove references concerning the valuation, projections, business plans give any guarantee or prospects of the Purchased Entities, Purchased Assets or the Business and (ii) as necessary to otherwise comply with contractual arrangements or applicable Laws, provided that in the case of each of the foregoing clauses (i) and (ii), if a Party provides redacted materials to any other Party, it must also provide on an “outside counsel only” basis a copy of the same materials without any redactions applied to the legal advisors of that Party. Neither Seller nor Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam not to) agree to participate in any meeting with any Governmental Authority in respect consideration of any filings, investigation (including any settlement of the investigation), litigation or other inquiry related to the Transaction unless it first uses commercially reasonable efforts to consult with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting; provided, however, that Purchaser shall not have the obligation to consult with the other Parties with respect to, or give the other Parties the opportunity to attend (other than such Parties’ respective outside counsel), that portion of any meeting with any Governmental Authority during which Purchaser reasonably expects to discuss the valuation, projections, business plans or prospects of the Purchased Entities, Purchased Assets or the Business. Subject to the Confidentiality Agreement, each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the foregoing terms of any agreement or arrangement which the Purchaser may deem adverse to the interests of the Purchaser, the Partnership, any Subsidiary or their respective businesses.
(d) None of the Purchaser, the Parent Entities or the Sellers knows of any reason why all the consents, approvals and in seeking Consents under authorizations necessary for the applicable Competition/Investment Lawsconsummation of the transactions contemplated hereby will not be received.
Appears in 1 contract
Sources: General Partnership Interest Purchase Agreement (Galileo International Inc)