Common use of Regulatory Conditions Clause in Contracts

Regulatory Conditions. If, as a result of the exercise of a right pursuant to this Article III, the Investors notify the Company within five Business Days of their exercise of such right that the Investors reasonably believe a Regulatory Approval Condition may apply, then the Investors and the Company shall cooperate in good faith to determine the applicability of any such Regulatory Approval Condition and use (and cause their respective Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions reasonably necessary or advisable on their part to cause the satisfaction of any such Regulatory Approval Condition, including by (a) furnishing the other with all information concerning itself and its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Investors, or the Company or any of their respective Affiliates to any Governmental Authority in connection with such exercise; and (b) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, clearances, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate such purchase of New Securities. Notwithstanding anything to the contrary herein, in no event shall any transaction pursuant to this Article III occur without the written consent of the Investors and the Company unless and until the satisfaction of all Regulatory Approval Conditions that either such Person reasonably determines are applicable to such conversion. The costs and expenses of all activities required pursuant to this Article III shall be borne by the Person or Persons incurring such costs and expenses.

Regulatory Conditions. IfParent Group shall use its reasonable efforts to obtain the Regulatory Approvals, as a result of it being understood and agreed that the exercise of a right pursuant process for obtaining the Regulatory Approvals shall be led by the Parent Group in accordance with the applicable statutory and regulatory requirements relating to this Article III, the Investors notify notifications and information that must be provided to Governmental Authorities and in coordination with the Company within five Business Days of their exercise of such right that the Investors reasonably believe a Regulatory Approval Condition may apply, then the Investors and its Subsidiaries (with the Company shall cooperate and its Subsidiaries providing such support, co-operation and assistance to the Parent Group as reasonably required for the purposes of obtaining the Regulatory Approvals and, to the extent requested or required by the Governmental Authorities, participating in good faith to determine the applicability of any such Regulatory Approval Condition discussions and meetings with the Governmental Authorities). The Parties use (and cause their respective Affiliates to use) their respective reasonable best efforts to take take, or cause to be taken taken, all actions, and do, or cause to be done, and to assist and co-operate fully in all actions reasonably necessary necessary, proper, or advisable on their part to cause procure the satisfaction of the Regulatory Condition as soon as practicable and in any such event by the End Date, including: [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (i) making all required initial submissions, filings and notifications, and taking all appropriate steps to file the Regulatory Approval ConditionApplications within a reasonable period after the date of this Agreement; (ii) promptly and diligently taking all such actions (including participation in face to face meetings, including by execution of forms and documents, and provision of information) in order to ensure timely and compliant filing of any and all documents as required to fulfil their obligations under this Agreement with respect to obtaining the Regulatory Approvals; (aiii) furnishing keeping the other with all information concerning itself Parties regularly and its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf informed of the Investors, progress of any notification or the Company or any of their respective Affiliates filing; (iv) responding to any Governmental Authority in connection with such exercise; request for additional information and (b) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, clearances, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order relation to consummate the Regulatory Approval Applications promptly and in any event in accordance with any relevant time limit; (v) to the extent reasonably practicable and legally permitted, only making material communications (whether orally or in writing) with any Governmental Authority in relation to the Regulatory Approval Applications after consulting with, and taking into account the reasonable views of the other Parties as to the mode, content and timing of such purchase communications and to the extent reasonably practicable and legally permitted, giving the other Parties a reasonable opportunity to comment on drafts of New Securitiessuch communications and to participate in all material telephone calls and meetings with any Governmental Authority (save to the extent that a Governmental Authority expressly requests that the other Parties should not participate in such meetings or telephone calls or there are to be discussed in such meetings or telephone calls matters that are legally privileged or commercially sensitive to one of the Parties). (a) Other than as required in accordance with applicable Law, no information shall be submitted to the Governmental Authorities unless (i) approved by the Parent Group in writing (which consent shall not be unreasonably withheld) and (ii) the Parent Group’s comments in respect of such submissions have been duly incorporated. (b) Each of Parent Group and the Company shall, subject to applicable Laws, promptly notify each other of any material communication it or any of its Affiliates receives from any Governmental Authority relating to this Agreement and the other transactions consummated hereby subject to any restrictions on disclosure pursuant to applicable Laws. Subject to applicable Laws and Section 7.10(d), Parent Group and Company shall coordinate and cooperate fully with each other in exchanging information required for such applications and responses and providing such assistance as the other parties reasonably request in connection with the foregoing. (c) Any disclosures, rights to participate or provision of information by one party to another pursuant to this Section 7.10 may be made on an outside counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential information. Notwithstanding anything to the contrary hereinin this Agreement, each party may, as each deems [***] Certain information in no event shall any transaction this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. necessary, designate any confidential or commercially sensitive material provided to the other parties under this Article III occur without Section 7.10 as “outside counsel only” and may redact materials or withhold information as necessary to (i) remove references concerning valuation, (ii) comply with applicable Laws or contractual arrangements or (iii) address legal privilege or confidentiality or competition concerns. (d) Whenever this Agreement requires a Subsidiary of Parent Group or the written consent Company, as applicable, to take any action, such requirement shall be deemed to include an undertaking on the part of the Investors and Parent Group, or the Company unless and until (and, after the satisfaction of all Regulatory Approval Conditions that either Effective Time, by the Surviving Corporation), as applicable, to cause such Person reasonably determines are applicable Subsidiary to take such conversion. The costs action. (e) All filing fees and expenses of all activities required pursuant payable or to be paid in connection with the notifications, filings, registrations, submissions or other materials contemplated by this Article III Section 7.10 shall be borne paid entirely by the Person or Persons incurring such costs and expensesParent Group.