Common use of Regulatory Approvals and Related Matters Clause in Contracts

Regulatory Approvals and Related Matters. (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under any Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger. The Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Body in connection with antitrust or related matters. (b) Subject to Section 5.7(c), Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.7(c), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. (c) Notwithstanding anything to the contrary contained in this Section 5.7, none of Parent, Merger Sub or the Company shall have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective businesses, product lines or assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other action or agree (or cause any of its Subsidiaries to agree) to any limitation or restriction on any of its respective businesses, product lines or assets; (ii) to license or otherwise make available (or cause any of its Subsidiaries to license or otherwise make available) to any Person, any technology, software or other Intellectual Property or Intellectual Property Right; or (iii) to contest any lawsuit by any Governmental Body relating to the Merger or any of the other Contemplated Transactions.

Regulatory Approvals and Related Matters. (a) Each In addition to and without limitation on the other provisions of this ‎Section 6.06, each party shall use reasonable best efforts to prepare and file, as soon promptly as practicable after the date of this Agreement, all necessary notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Bodytransactions contemplated herein. Without limiting the generality of the foregoing, the Company and Parent parties shall, as promptly as practicable after the date of this Agreement, : (i) prepare and file the notifications required under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any Legal Requirement other Antitrust Laws (as defined in this ‎Section 6.06(a)). The parties shall use reasonable best efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any "second request" for information) received from the Federal Trade Commission or the U.S. Department of Justice ("FTC/DOJ"), or any other Governmental Body for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. For purposes of this Agreement, "Antitrust Law" shall mean the HSR Act and any other Requirements of Law that is are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade trade; (collectivelyii) prepare and file an application for the approval by the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act (the "FERC Approval"); (iii) prepare and file a joint voluntary notice in respect of the transactions contemplated hereby under Exon-F▇▇▇▇▇; and (iv) prepare and file applications for all other regulatory approvals listed on ‎Section 6.06(a) of the Seller's Disclosure Letter. (b) The parties each shall promptly supply each other with any information that may be required in order to effectuate any filings or applications pursuant to ‎Section 6.06(a). Except where prohibited by applicable Requirements of Law, “Antitrust Laws”) and subject to the Confidentiality Agreement, each party shall consult with the other parties prior to taking a position with respect to any such filing, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of any party hereto in connection with any investigations or proceedings in connection with this Agreement or the Merger. The Company transactions contemplated herein, coordinate with the other parties in preparing and Parent shall use reasonable best efforts to respond as exchanging such information and promptly as practicable to provide the other parties (and their counsel) with copies of all filings, presentations or submissions (and a summary of any inquiries or requests received from oral presentations) made by such party with any state attorney general, antitrust authority or other Governmental Body in connection with antitrust this Agreement or related mattersthe transactions contemplated herein; provided that with respect to any such filing, presentation or submission, each party need not supply the other parties (or their counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Requirements of Law applicable to such party requires such party or its Affiliates to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. None of the parties shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Body in respect of any such filings, investigation or other inquiry without previously informing each other party of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. (bc) Subject Each party will inform the other parties promptly upon the receipt of: (x) any comments from any officials of any Governmental Body in connection with any filings made pursuant hereto, and (y) any request by any officials of any Governmental Body for amendments or supplements to Section 5.7(cany filings made pursuant to, or information provided to comply in all material respects with, any applicable Requirements of Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to ‎Section 6.06(a), Parent each party will promptly inform the other parties of such occurrence and cooperate in filing with the Company applicable Governmental Body such amendment or supplement. (d) Each party shall use reasonable best efforts to take, or cause to be taken, all actions necessary appropriate actions, do or cause to be done all things necessary, proper or advisable, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement, to satisfy the conditions to Closing and to consummate the Merger and make effective the other Contemplated Transactions. Without transactions contemplated herein and, without limiting the generality of the foregoing, but subject to Section 5.7(c), each party to this Agreementparty: (i) shall prepare and make all filings (if any) and give all notices (if any) required to be made made, pre- or post- Closing, whether triggered by actions of the Purchaser or otherwise, and given by such party in connection with the Merger transactions contemplated herein; and the other Contemplated Transactions; (ii) shall use reasonable best efforts to obtain each Consent consent, clearance or approval (if any) required to be obtained (pursuant to any applicable Legal Requirement Requirements of Law or Contract, or otherwise) by such party in connection with the Merger transactions contemplated herein, including, but not limited to: (A) entering into negotiations with any applicable Governmental Body; (B) providing information required by law or any of the other Contemplated Transactionsgovernmental regulation; and (iiiC) shall use commercially reasonable efforts to lift substantially complying with any restraint, injunction "second request" or other legal bar requests for information pursuant to the MergerAntitrust Law. (ce) The Purchaser and Seller shall cooperate with each other and use their respective reasonable best efforts or cause their respective Affiliates to use reasonable best efforts, with the other's cooperation, to negotiate and obtain all waivers, permits, consents or sublicenses from any Person (other than from a Governmental Body) and provide any notices necessary or appropriate to consummate the transactions contemplated herein (each, a "Third Party Consent"). If the parties are unable to obtain any such Third Party Consent prior to the Closing, the Seller and the Purchaser shall continue to use their reasonable best efforts and cause their respective Affiliates to use their respective reasonable best efforts in cooperation with the other party (i) to obtain such Third Party Consent or (ii) cooperate in any arrangement acceptable to the Purchaser that is reasonable, lawful and designed to provide such benefits to the Purchaser (including, but not limited to the acquisition of a commercially reasonable substitute contract for any Contract that has not been transferred with or to the Company). Following the Closing, the costs of obtaining any Third Party Consents that the parties were unable to obtain prior to the Closing will be equally split between the Seller and the Purchaser. (f) Notwithstanding anything to the contrary contained in this Section 5.7, none of Parent, Merger Sub ‎Section 6.06 or the Company shall have any obligation under elsewhere in this Agreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, the parties shall use their reasonable best efforts to: (i) to divest contest, resist or agree to divest (resolve any such proceeding or cause any of its Subsidiaries to divest or agree to divest) any of its respective businesses, product lines or assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other action or agree (or cause any of its Subsidiaries to agree) to any limitation or restriction on any of its respective businesses, product lines or assetsaction; and (ii) to license have vacated, lifted, reversed or otherwise make available (overturned any injunction resulting from such proceeding or cause action; provided, however, that neither party shall be required to enter into any of divestiture agreement to comply with its Subsidiaries to license or otherwise make available) to any Personobligations hereunder, any technology, software or other Intellectual Property or Intellectual Property Right; or (iii) to contest any lawsuit by any Governmental Body relating to the Merger extent that any divestiture is reasonably likely to have a Material Adverse Effect on the Business or any a material adverse effect on the business of the other Contemplated TransactionsPurchaser and its Affiliates.