Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Pharmacia & Upjohn Inc), Agreement and Plan of Merger (Pharmacia & Upjohn Inc)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreementhereof, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all shall use its reasonable steps as may be necessary best efforts to obtain all such material consents, waivers, licenses, registrations, permits, authorizationsconsents and approvals and to effect all registrations, Tax rulingsfilings and notices with or to third parties or governmental or public bodies or authorities which are necessary or reasonably appropriate in connection with the transactions contemplated by this Agreement, orders and approvalsincluding, without limitation, filings to the extent required under the Exchange Act. In furtherance addition, Harcourt, NEC, SVAC and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of Company shall timely file with the Securities and Exchange Commission (the "Commission") a Notification and Report Form pursuant to Schedule 13E-3 (the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)"Schedule 13E-3") with respect to the transactions contemplated hereby Merger and disseminate to stockholders such information as promptly as practicable after is required by Rule 13e-3 under the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Exchange Act and as is required in an information statement under Regulation 14C under the Exchange Act (the "Information Statement"). None of the information supplied by Harcxxxx, XXC and SVAC, on the one hand, or the Company on the other hand, for inclusion in the Schedule 13E-3 or Information Statement, in any other Regulatory Law information disseminated to stockholders or in any amendments or supplements thereto, will, at the respective times such Schedules 13E-3, Information Statement or amendments are filed with the Commission or such information is mailed to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading. The Schedule 13E-3 and Information Statement will comply as to form in all material respects with all applicable provisions of the Exchange Act. Harcourt, NEC, SVAC and the Company shall promptly correct any information in the Schedule 13E-3 or Information Statement that shall have become false or misleading and take all other actions steps necessary to cause the expiration Schedule 13E-3 and Information Statement as so corrected to be filed with the Commission, as and to the extent required by applicable law. If at any time after the Effective Time any further action is necessary or termination desirable to carry out the purposes of this Agreement, the proper officers or directors of each of the applicable waiting periods under parties hereto shall take such action. (b) Harcxxxx, XXC and SVAC hereby agree to cause their respective affiliates who are directors, officers, stockholders and/or employees of the HSR Act as soon as practicable. Nothing Company to use their best efforts (to the extent reasonably within their power or ability) to cause the Company to honor the representations, warranties, covenants and agreements made by the Company in this Section 5.4 shall require any Agreement and to take such actions necessary in furtherance, and not in contravention, of PNU such representations, warranties, covenants and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.agreements. SECTION 4.4
Appears in 3 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Steck Vaughn Publishing Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Steck Vaughn Publishing Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Steck Vaughn Publishing Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company and Parent shall use its reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement make effective as soon promptly as practicable after the date hereof, Transactions (including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and Filings (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form including Filings pursuant to the HSR Act and Filings that may be required by TD Bank in order to be permitted to receive the Merger Consideration) (and, absent the prior written consent of the other party, not withdrawing any such Filings) and resubmitting any such Filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority and (ii) using reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to obtain all Consents required to be obtained from any Governmental Authority or other Regulatory Law (as defined in Section 5.4(bThird Party that are necessary, proper or advisable to consummate the Transactions)) with respect to . To the transactions contemplated hereby extent permitted by Applicable Law, the Company and Parent shall deliver as promptly as practicable after to the date hereof and to supply as promptly as practicable appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to by any Governmental Authority in connection with the HSR Act and any other Regulatory Law and to take all other actions necessary to cause Transactions. Without limiting the expiration or termination foregoing, none of the applicable Company or Parent or their respective controlled Affiliates shall extend any waiting periods period or comparable period under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition ofAntitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, any assets except with the prior written consent of PNUthe other party (which shall not be unreasonably withheld, Monsanto conditioned or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiariesdelayed), taken together, after giving effect to the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Schwab Charles Corp), Agreement and Plan of Merger (Td Ameritrade Holding Corp), Voting and Support Agreement
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party of the parties will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance The parties agree that any costs and not in limitation expenses of obtaining such consents, waivers, licenses, registrations, permits, authorizations, orders and approvals shall be borne by the Company, including any costs and expenses related obtaining a consent, waiver or other approval of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant parties to the HSR Act Company's Third Amended and any other Regulatory Law (Restated Investor Rights Agreement, dated April 28, 2000, as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to amended (the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable"Existing Investors' Rights Agreement"). Nothing in this Agreement (including this Section 5.4 6.1) shall require Purchasers to amend any of PNU Transaction Documents or enter into any additional agreements in order to obtain any consents, waivers, licenses, registrations, permits, authorizations, orders and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerapprovals contemplated above.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Touch America Holdings Inc), Stock Purchase Agreement (Williams Communications Group Inc), Stock Purchase Agreement (Ibeam Broadcasting Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable reasonably possible after the date hereofof this Agreement (and in any event no later than the Outside Date), including (i) preparing and filing as promptly as practicable all documentation documents to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvalsauthorizations, permits, Tax rulings approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions permits contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary or advisable to make all necessary filings and obtain all such material consents, clearances, waivers, licenses, orders, registrations, permits, authorizations, Tax rulingsapprovals and permits (including providing all necessary information and documentary material and providing personnel as necessary to attend any regulatory meetings, orders and approvalshearings or other proceedings). In furtherance and not in limitation of the foregoing, each party hereto of the Company, Parent and Merger Sub agrees to make make, as promptly as reasonably practicable after the date of this Agreement and in any event within twenty-five (25) days of the date of this Agreement, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, (B) appropriate filings required by the Transaction Approvals and (C) all other necessary filings with any other Regulatory Law (as defined in Section 5.4(b)) Governmental Entity with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be reasonably requested pursuant to the HSR Act and any other Regulatory Law such requirements and to take all other actions necessary use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as and the receipt of the Transaction Approvals to occur in the most expeditious manner practicable. Nothing in this Section 5.4 shall require any The Company and Parent will each request early termination of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect waiting period with respect to the MergerMerger under the HSR Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (Tower Group, Inc.), Amended and Restated Agreement and Plan of Merger (Specialty Underwriters Alliance, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws laws, rules and regulations and otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and shall use its reasonable best efforts to obtain all necessary actions or non-actions, extensions, waivers, permits, consents and approvals and to effect all registrations, filings and notices with or to third parties or governmental or public bodies or authorities that are necessary or desirable in connection with the transactions contemplated by this Agreement except in each such case to the extent that the applicable Board may determine in good faith, after receiving advice from its outside counsel, that any such action could reasonably be expected to be a breach of the directors' fiduciary duties under applicable law. The Company will cooperate with Parent and Subsidiary in supplying all information reasonably requested in connection with any due diligence investigation by Parent or its lenders. Notwithstanding the foregoing, nothing in this Section 6.6 shall require, or be construed to require, Parent, Subsidiary or the Company, in connection with the receipt of any regulatory approval, to proffer or agree (i) to sell or hold separate or agree to sell, divert or discontinue or to limit, before or after the Effective Time any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective affiliates (or to consent to any sale or agreement to sell or discontinuance or limitation by Parent or the Company, as the case may be, of any of its assets or business) or (ii) taking all reasonable steps as may be necessary to obtain all agree to any conditions relating to, or changes or restriction in, the operations of any such material consentsasset or business which, waiversin either case, licenses, registrations, permits, authorizations, Tax rulings, orders is reasonably likely to materially and approvalsadversely impact the economic or business benefits to such party of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination covenants of the applicable waiting periods under the HSR Act as soon as practicable. Nothing parties contained in this Section 5.4 6.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any antitrust law, each of the parties shall require cooperate in all respects with each other and use its reasonable best efforts to contest and resist any of PNU such action or proceeding, and its Subsidiaries to have vacated, lifted, reversed or Monsanto and its Subsidiaries to selloverturned any decree, hold separate or otherwise dispose of or conduct their business in a specified mannerjudgment, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate injunction or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified mannerorder, whether as a condition temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts any transaction contemplated by this Agreement, and to obtaining resolve any approval from a Governmental Entity challenge or objection raised by any other Person governmental authority or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerprivate party.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Trident International Inc), Agreement and Plan of Merger (Trident International Inc), Agreement and Plan of Merger (Illinois Tool Works Inc)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party will of Parent and Acquisition Sub, on the one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable laws Law or otherwise to consummate and regulations make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities that are necessary to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including Agreement; and (iiii) preparing and filing as promptly as practicable all documentation to effect obtain all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all or appropriate consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings waivers and authorizations necessary or advisable approvals under any Material Contracts to be obtained from any third party and/or any Governmental Entity in order to consummate which the Merger Company or any of its Subsidiaries is a party in connection with this Agreement and the other consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement and Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (iinor without the prior consent of Parent shall it, or shall it agree to) taking all reasonable steps as may be necessary pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain all such material consentsthe consent, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation waiver or approval of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable Person under any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerContract.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Integrated Silicon Solution Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax filings and Tax ruling requests and other documents and to obtain as promptly as practicable all Grizzly Approvals and Burgundy Approvals and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (collectively, the “Approvals”), (ii) taking all reasonable steps as may be necessary to obtain all Approvals (including Grizzly providing a guarantee of Spinco’s obligations as reasonably necessary to obtain such material consentsApprovals) and (iii) taking reasonable efforts to share information protected from disclosure under the attorney-client privilege, waiverswork product doctrine, licensesjoint defense privilege or any other privilege pursuant to this Section 8.7 in a manner so as to preserve the applicable privilege. Notwithstanding anything to the contrary in this Section 8.7, registrations, permits, authorizations, Tax rulings, orders and approvalsmaterials provided to the other party or its outside counsel may be redacted to remove references concerning valuation. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any other Regulatory Law event within 20 Business Days after the date hereof, (as defined ii) appropriate filings, if any are required, with foreign regulatory authorities in Section 5.4(baccordance with applicable competition, merger control, antitrust, investment or similar applicable Laws, including the Competition Act (“Foreign Competition Laws”)) , with respect to the transactions contemplated hereby as promptly as practicable after and (iii) all other necessary filings with other Governmental Authorities relating to the date hereof and Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such applicable Laws or by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Approvals under such other applicable Laws or from such authorities as soon as practicable. Nothing In connection with and without limiting the foregoing, each of Grizzly and Merger Sub, on the one hand, and Burgundy and Spinco, on the other hand, shall, in connection with the efforts referenced in this Section 5.4 shall require 8.7 to obtain all Approvals, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified mannerany communication received by such party from, or agree to sellgiven by such party to, hold separate or otherwise dispose the Antitrust Division of or conduct their business in a specified mannerthe Department of Justice (the “DOJ”), or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or Federal Trade Commission (the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity “FTC”) or any other Person Governmental Authority and of any material communication received or for given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby (and in each case, if any such communication is in writing, share a copy with the other party) and (iii) permit the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, the DOJ, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other reasonPerson, if and to the extent permitted by the DOJ, the FTC or such sale, holding separate other applicable Governmental Authority or other disposition or Person, give the conduct of their business other party the opportunity to attend and participate in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco such meetings and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerconferences.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Georgia Gulf Corp /De/), Agreement and Plan of Merger (Georgia Gulf Corp /De/), Agreement and Plan of Merger (PPG Industries Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided for, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing in this Agreement (other than as soon expressly provided for in Section 1.01) shall obligate Parent or Sub to keep the Offer open beyond the expiration date set forth in the Offer (as practicable after the date hereofit may be extended from time to time) and nothing in this Agreement shall obligate Parent, including Sub or any of their respective Subsidiaries or affiliates to agree (i) preparing and filing as promptly as practicable to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares), or to divest, dispose of or hold separate any securities or all documentation to effect all necessary applicationsor a portion of their respective businesses, noticesassets or properties or of the business, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary assets or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate properties of the Merger Company or any of its Subsidiaries or (ii) to limit in any manner whatsoever the other ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and its Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and its Subsidiaries. In connection with and without limiting the foregoing, (x) each of the Company, Parent and Sub shall use its reasonable best efforts to make promptly any required submissions under the HSR Act which the Company and Parent and Sub determines should be made, in each case, with respect to the Offer, the Merger, the Company Option Agreement or the Stockholder Option Agreements and the transactions contemplated by this Agreement, the Company Option Agreement and the Stockholder Option Agreements, (y) Parent, Sub and the Company shall cooperate with one another (i) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company's business in connection with the consummation of the transactions contemplated by this Agreement, and (ii) taking all reasonable steps as may be necessary in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all timely any such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulingsapprovals or waivers and (z) the Company will use its reasonable best efforts promptly to grant such approvals and to take or cause to be taken such actions as are necessary to eliminate or minimize the effects on the transactions contemplated hereby of any antitakeover statute, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect regulation or charter provision that is or shall become applicable to the transactions contemplated hereby as promptly as practicable after (except, in the date hereof and to supply as promptly as practicable case of any additional information and documentary material that may be requested pursuant such approval or action by the Board of Directors of the Company, to the HSR Act and any other Regulatory Law and extent that the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that granting such approval or taking such action is reasonably likely to take all other actions necessary be a breach by the Board of Directors of its fiduciary duties to cause the expiration or termination stockholders of the Company under applicable waiting periods under law). Without limiting the HSR Act as soon as practicable. Nothing foregoing, the Company shall use its best efforts to obtain prior to the consummation of the Offer the consents, approvals and waivers listed in this Section 5.4 4.07 of the Disclosure Letter, but, without Parent's consent, shall require not agree to amend any material terms of PNU and its Subsidiaries any agreements referenced to herein, or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, pay or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate pay any amount or other disposition ofconsideration in order to obtain any such approvals or waivers. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, any assets the proper officers and directors of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition each party to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if this Agreement shall take all such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergernecessary action.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dep Corp), Agreement and Plan of Merger (Henkel Acquisition Corp Ii), Agreement and Plan of Merger (Dep Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Merger Transactions, including the Offer and the other transactions contemplated by this Agreement Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger or any of Transactions, including the other transactions contemplated by this Agreement Offer and the Merger, and (ii) taking all reasonable steps as may be necessary necessary, subject to the limitations in this Section 7.2, to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties), and to supply as promptly as reasonably practicable and advisable any additional information and documentary material materials that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicablereasonably practicable and (y) make all other necessary filings as promptly as reasonably practicable after the date hereof, and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws. Nothing Notwithstanding anything to the contrary in this Section 5.4 shall require Agreement, none of Parent, Purchaser or any of PNU their respective Subsidiaries shall be required to, and its Subsidiaries the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to or Monsanto and its Subsidiaries offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or conduct their portion of business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing in a specified mannerany manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing; provided that if requested by Parent, the Company or its Subsidiaries will become subject to, consent to or offer or agree to, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition oftake any action with respect to, any assets of PNUsuch requirement, Monsanto condition, limitation, understanding, agreement or their respective Subsidiaries order so long as such requirement, condition, limitation, understanding, agreement or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner order is not conditioned only binding on the Closing Company or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including in the Surviving Corporation and its Subsidiaries), taken together, after giving effect to event the MergerClosing occurs.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable laws and regulations Law to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of Mergers and the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party of the parties hereto agrees to make an appropriate filing of a Notification and Report Form pursuant (i) use its reasonable best efforts to cooperate with the other party in determining which filings are required to be made prior to the HSR Act Closing with, and any other Regulatory Law (as defined in Section 5.4(b)) with respect which consents, clearances, approvals, permits or authorizations are required to be obtained prior to the Closing from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby and in timely making all such filings, (ii) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as promptly as practicable after the date hereof such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Entity, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act any applicable Laws by any Governmental Entity, and any other Regulatory Law and (iv) take or cause to take be taken all other actions necessary necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods with respect to the Mergers under the HSR Act any applicable Laws as soon promptly as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prologis), Agreement and Plan of Merger (Amb Property Lp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests petitions and other documents filings and to obtain as promptly as practicable all Consents set forth in Section 4.04 of the Starwood Disclosure Schedule, Section 5.05 of the Vistana Disclosure Schedule and Section 6.05 of the ILG Disclosure Schedule that are required to be obtained or made at or prior to the Effective Time and all other material consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (collectively, the “Approvals”), (ii) taking all reasonable steps as may be necessary to obtain all Approvals (including ILG providing a guarantee of Vistana’s obligations as reasonably necessary to obtain such material consentsApprovals) and (iii) taking reasonable efforts to share information protected from disclosure under the attorney-client privilege, waiverswork product doctrine, licensesjoint defense privilege or any other privilege pursuant to this Section 7.06 in a manner so as to preserve the applicable privilege; provided, registrationsthat, permitswith respect to Approvals from third parties (other than Governmental Authorities) required under existing Contracts, authorizationssuch efforts shall not include any requirement or obligation of any Party to make any payment to any such third party or assume any Liability not otherwise required to be paid or assumed by the applicable party pursuant to the terms of an existing Contract or offer or grant any financial accommodation or other benefit to such third party not otherwise required to be made by the applicable party pursuant to the terms of an existing Contract. Notwithstanding anything to the contrary in this Section 7.06, Tax rulings, orders and approvalsmaterials provided to the other party or its outside counsel may be redacted to remove references concerning valuation. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any event within 20 Business Days after the date hereof, (ii) appropriate filings, if any are required, with foreign regulatory authorities in accordance with other Regulatory Law (as defined in Section 5.4(b)) applicable Competition Laws, with respect to the transactions contemplated hereby as promptly as practicable after and (iii) all other necessary filings with other Governmental Authorities relating to the date hereof and Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such applicable Laws or by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Approvals under such other applicable Laws or from such authorities as soon as practicable. Nothing In connection with and without limiting the foregoing, each of ILG and Merger Sub, on the one hand, and Starwood and Vistana, on the other hand, shall, in connection with the efforts referenced in this Section 5.4 shall require 7.06 to obtain all Approvals, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified mannerany communication received by such party from, or agree to sellgiven by such party to, hold separate or otherwise dispose the Antitrust Division of or conduct their business in a specified mannerthe Department of Justice (the “DOJ”), or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or Federal Trade Commission (the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity “FTC”) or any other Person Governmental Authority and of any material communication received or for given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby (and in each case, if any such communication is in writing, share a copy with the other party) and (iii) permit the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, the DOJ, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other reasonPerson, if and to the extent permitted by the DOJ, the FTC or such sale, holding separate other applicable Governmental Authority or other disposition or Person, give the conduct of their business other party the opportunity to attend and participate in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco such meetings and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerconferences.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Starwood Hotel & Resorts Worldwide, Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any and each of the other transactions contemplated by this Agreement and the Parent Recapitalization Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enstar Group Inc), Agreement and Plan of Merger (Castlewood Holdings LTD)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 5.3(a) shall require any of PNU Kerr-McGee and its Subsidiaries or Monsanto Oryx and its Subsidiaries to sell, hold separate or otherwise xxxxxxxxx dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUKerr-McGee, Monsanto Oryx or their respective Subsidiaries or the conduct of their business in a specified xxxxxxxxx manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp), Agreement and Plan of Merger (Kerr McGee Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Parties shall use its reasonable best efforts (subject to, and in accordance with, applicable Law) to take, or cause to be taken, all actions and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable laws and regulations Law to consummate and make effective, as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) including, but not limited to, preparing and filing as promptly as practicable all documentation to effect all necessary applicationsrequired filings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of Mergers and the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant use its reasonable best efforts to (i) cooperate with the other Parties in determining which filings are required to be made prior to the HSR Act Closing with, and which consents, clearances, approvals, permits or authorizations are required to be obtained prior to the Closing from, any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the other Regulatory Law transactions contemplated hereby and in timely making all such filings, (ii) promptly furnish the other Parties, subject in appropriate cases of sensitive or proprietary information to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as defined such other Parties and their Affiliates may reasonably request in Section 5.4(b)) connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Authority with respect to this Agreement or the transactions contemplated hereby as promptly as practicable after the date hereof and to hereby, (iii) supply as promptly as reasonably practicable and to the extent necessary any additional information and documentary material that may be requested pursuant to the HSR Act any applicable Laws by any Governmental Authority, and any other Regulatory Law and (iv) take or cause to take be taken all other actions necessary, proper or advisable to obtain necessary to or advisable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect with respect to the MergerMergers under any applicable Laws as promptly as reasonably practicable and, in any event, no later than the Outside Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Homes 4 Rent), Agreement and Plan of Merger (American Residential Properties, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will 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 under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders Necessary Consents and approvalsthe Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto of Xxxxxxxx and Xxxxx agrees (i) to make make, as promptly as practicable, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after hereby, (B) appropriate filings with the date hereof European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act and any other Regulatory Law such laws or by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicablepracticable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed). Nothing Notwithstanding anything to the contrary in this Section 5.4 shall require Agreement, neither Xxxxxxxx nor Tosco nor any of PNU and its their respective Subsidiaries or Monsanto and its Subsidiaries shall be required to sell, hold separate (including by trust or otherwise dispose otherwise) or to divest any of their respective businesses or conduct their business in a specified mannerassets, or to take or agree to sell, hold separate take any action or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, agree to any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would imitation that could reasonably be expected to have a Material Adverse Effect on Newco Xxxxxxxx or Xxxxx or to substantially impair the benefits to Xxxxxxxx expected, as of the date hereof, to be realized from consummation of the Merger, and its Subsidiaries (including neither Xxxxxxxx or Xxxxx shall be required to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the Surviving Corporation and its Subsidiaries), taken together, after giving effect to consummation of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phillips Petroleum Co), Agreement and Plan of Merger (Tosco Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to use its reasonable best efforts to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained by such Party from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions and (ii) taking using its reasonable best efforts to take all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable after the date hereof execution of this Agreement, and in any event within fifteen (15) business days (unless Parent and Company mutually agree otherwise), and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act, including responding to any Request for Additional Information and Documentary Material under the HSR Act as promptly as reasonably practicable and any other Regulatory Law advisable, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc), Agreement and Plan of Merger (Allergan PLC)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Merger and Transactions, including the other transactions contemplated by this Agreement Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary or advisable applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger or any of Transactions, including the other transactions contemplated by this Agreement Merger, and (ii) taking all reasonable steps as may be necessary necessary, subject to the limitations in this Section 6.2, to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties), and to supply as promptly as reasonably practicable any and advisable additional information and documentary material materials that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable, (y) make all other necessary filings as promptly as reasonably practicable after the date hereof, and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested under Antitrust Law and (z) submit all notices, filings or applications with any applicable Governmental Entities required to obtain (i) the Communications Approvals and (ii) any other required consents for the transfer of control of Communications Authorizations with respect to the Transactions, in each case no later than ten (10) Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Parties). Nothing Notwithstanding anything to the contrary in this Section 5.4 shall require Agreement, none of Parent, Merger Sub or any of PNU their respective Subsidiaries shall be required to, and its Subsidiaries the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to or Monsanto and its Subsidiaries offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or conduct their portion of business of the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing in a specified mannerany manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUthe Company, Monsanto or their respective Subsidiaries or the conduct of their business in a specified mannerSurviving Company, whether as a condition to obtaining any approval from a Governmental Entity Parent, Merger Sub or any Subsidiary of any of the foregoing, other Person than to the extent the actions specified in clauses (B) and (C) would, individually or for any other reasonin the aggregate, if such sale, holding separate or other disposition or the conduct of their business in have no greater than a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries de minimis impact (including the Surviving Corporation and cost and/or time associated with complying with such actions) on Parent, the Company, or the strategic and/or financial benefits of the Transactions; provided that if requested by Parent, the Company or its Subsidiaries)Subsidiaries will become subject to, taken togetherconsent to or offer or agree to, after giving effect to or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the MergerCompany or its Subsidiaries in the event the Closing occurs.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoom Video Communications, Inc.), Agreement and Plan of Merger
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreementhereof, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all shall use its reasonable steps as may be necessary best efforts to obtain all such material consents, waivers, licenses, registrations, permits, authorizationsconsents and approvals and to effect all registrations, Tax rulingsfilings and notices with or to third parties or governmental or public bodies or authorities which are necessary or reasonably appropriate in connection with the transactions contemplated by this Agreement, orders and approvalsincluding, without limitation, filings to the extent required under the Exchange Act. In furtherance addition, NDHA and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of Company shall timely file with the Securities and Exchange Commission (the “Commission”) a Notification and Report Form pursuant to Schedule 13E-3 (the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)“Schedule 13E-3”) with respect to the transactions contemplated hereby Merger and disseminate to members such information as promptly as practicable after is required by Rule 13e-3 under the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Exchange Act and as is generally required in a proxy statement under Regulation 14A under the Exchange Act (the “Proxy Statement”). None of the information supplied by NDHA, on the one hand, or the Company on the other hand, for inclusion in the Schedule 13E-3 or Proxy Statement, in any other Regulatory Law information disseminated to members or in any amendments or supplements thereto, will, at the respective times such Schedules 13E-3, Proxy Statement or amendments are filed with the Commission or such information is mailed to members, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading. The Schedule 13E-3 will comply as to form in all material respects with all applicable provisions of the Exchange Act. NDHA and to the Company shall promptly correct any information in the Schedule 13E-3 or Proxy Statement that shall have become false or misleading and take all other actions steps necessary to cause the expiration Schedule 13E-3 and Proxy Statement as so corrected to be filed with the Commission, as and to the extent required by applicable law. If at any time after the Effective Time any further action is necessary or termination desirable to carry out the purposes of this Agreement, the proper officers or directors of each of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 parties hereto shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if take such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.action
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novel Apparel (BVI) LTD), Agreement and Plan of Merger (Novel Denim Holdings LTD)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under applicable laws this Agreement and regulations Applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax filings and Tax ruling requests and other documents and to obtain as promptly as practicable all Regis Necessary Consents, Xxxxxxx-Xxxxxx Necessary Consents and Spinco Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the “Required Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsRequired Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as reasonably practicable after the date hereof hereof, (B) appropriate filings, if any are required, with the European Commission and/or other foreign regulatory authorities in accordance with applicable competition, merger control, antitrust, investment or similar Applicable Laws (“Foreign Competition Laws”) and (C) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such Applicable Laws or by such authorities and to take all other actions necessary use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Required Approvals under such other Applicable Laws or from such authorities as soon as reasonably practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alberto Culver Co), Agreement and Plan of Merger (Regis Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 5.3(a) shall require any of PNU Xxxx-XxXxx and its Subsidiaries or Monsanto Oryx and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUXxxx-XxXxx, Monsanto Oryx or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oryx Energy Co), Agreement and Plan of Merger (Oryx Energy Co)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable laws and regulations to consummate cause the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using its reasonable efforts to prepare and file promptly and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws) and to (ii) obtain as promptly as practicable all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings authorizations and authorizations necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a foreign, United States or federal Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. For purposes of this Agreement, the “reasonable best efforts” of Parent or Merger Sub shall not include acceptance by Parent or Merger Sub of any or all divestitures of any subsidiary or assets of Parent or Merger Sub or any of their Affiliates or acceptance of an agreement to hold any assets of the business of the Company and its Subsidiaries separate in any lawsuit or other legal proceeding, whether judicial or administrative and whether required by the FTC, the Antitrust Division or any other applicable U.S. or foreign Governmental Authority in connection with the transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if agreement contemplated hereby to the extent such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or action would reasonably be expected to have deprive Parent or Merger Sub of a Material Adverse Effect on Newco and its Subsidiaries (including material benefit or benefits of the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acr Group Inc), Agreement and Plan of Merger (Watsco Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable laws Law to cause the conditions in Article IV to be satisfied and regulations to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of Mergers and the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party of the parties hereto agrees to make an appropriate filing of a Notification and Report Form pursuant (i) use its reasonable best efforts to cooperate with the other party in determining which filings are required to be made prior to the HSR Act Closing with, and any other Regulatory Law (as defined in Section 5.4(b)) with respect which consents, clearances, approvals, waiting period expirations or terminations, Permits or authorizations are required to be obtained prior to the Closing from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby by this Agreement and in timely making all such filings, (ii) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as promptly as practicable after the date hereof such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Entity, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to the HSR Act any applicable Laws by any Governmental Entity, and any other Regulatory Law and (iv) take or cause to take be taken all other actions necessary necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods with respect to the Merger and the other transactions contemplated by this Agreement under the HSR Act any applicable Laws as soon promptly as practicable. Nothing In addition, each of Realty Income and VEREIT shall use reasonable best efforts to obtain all consents, approvals, waivers, licenses, permits, franchises, authorizations or Orders (“Consents”) of Persons other than Governmental Entities that are necessary, proper or advisable to consummate the Mergers, the Separation, the OfficeCo Distribution and the other transactions contemplated thereby; provided, however, that, except as otherwise provided in Section 5.15 or Exhibit A of this Section 5.4 shall require Agreement, none of Realty Income, VEREIT nor any of PNU and its their respective Subsidiaries shall be required to make, or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, commit or agree to sellmake, hold separate any concession or otherwise dispose of or conduct their business in a specified mannerpayment to, or permit the sale, holding separate or other disposition ofincur any liability to, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a such non-Governmental Entity or to obtain any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner Consent that is not conditioned contingent on the Closing closing of the Merger (unless the parties mutually consent to such concession, payment or would reasonably liability (such consent not to be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiariesunreasonably withheld, conditioned or delayed), taken together, after giving effect to the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Realty Income Corp), Agreement and Plan of Merger (VEREIT Operating Partnership, L.P.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws this Agreement and regulations Applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals (as defined herein) and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (A) to make make, as promptly as practicable, to the extent it has not already done so, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after (which filing shall be made in any event within ten (10) Business Days of the date hereof hereof) and (B) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law or by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all such consents, waivers, orders, approvals, permits, rulings, authorizations and clearances from such authorities as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foxhollow Technologies, Inc.), Agreement and Plan of Merger (Ev3 Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws laws, rules and regulations to consummate the Merger Arrangement and the other transactions contemplated by this Agreement as soon as practicable after the date hereofhereof and in no event after the Outside Date, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods required from, any Governmental Entity, including pursuant to the HSR Act, the CCA, and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Arrangement or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, (i) each party hereto Party agrees (A) to make make, as promptly as practicable, and in any event no later than 15 Business Days from the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, (B) to make, as promptly as reasonably practicable such other notifications and filings as are required under the CCA and any other Regulatory Law (as defined in Section 5.4(b)) Merger Control Laws with respect to the transactions contemplated hereby as promptly as practicable after that the date hereof Parties agree are required to be made, and (C) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Act, the CCA or Merger Control Law by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 and any Merger Control Law and to secure any clearances and authorizations under Merger Control Laws on or before the Outside Date; and (ii) the Company agrees that it shall require any and, where appropriate, shall cause each of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell(X) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Laws may impose on the Company or its Subsidiaries with respect to the transactions contemplated by this Agreement and (Y) reasonably cooperate with Parent and its advisors in implementing the Arrangement and determining the optimal structure of Parent and the Company following the closing of the Arrangement, hold separate or otherwise dispose of or conduct their business in a specified manner, provided that the Company shall not be obligated to consent or agree to sellany change to the structure of the Arrangement that would reduce, hold separate impair, or otherwise dispose negatively impact the benefits of or conduct their business in a specified mannerthe Arrangement, or permit the salewould otherwise be prejudicial, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerCompany Securityholders or that would materially delay the Effective Date.
Appears in 2 contracts
Samples: Arrangement Agreement (Nabors Industries LTD), Arrangement Agreement (Tesco Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will the Company and Parent shall use its their 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 the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations Applicable Law to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain as promptly as practicable (ii) obtaining and maintaining all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable Permits required to be obtained from any third party and/or any Governmental Entity in order Authority or other Third Party that are necessary, proper or advisable to consummate the Merger or any of the other transactions contemplated by this Agreement. Nothing in this Agreement shall require Parent or any of its Subsidiaries to, and, except with the prior written consent of Parent, the Company shall not take any action to, and shall not allow any of its Subsidiaries to, (iiA) taking all reasonable steps as may be necessary enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by this Agreement, (B) agree, propose, negotiate, offer, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (including by establishing a trust, licensing any Intellectual Property Rights or otherwise), or take any other action (including by providing its consent to obtain all such material consentspermit the Company or any of its Subsidiaries to take any of the foregoing actions), waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation or otherwise proffer or agree to do any of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to any of the transactions contemplated hereby as promptly as practicable after businesses, assets or properties of Parent, the date hereof and to supply as promptly as practicable Company, the Surviving Corporation or any additional information and documentary material that may be requested pursuant to the HSR Act and of their respective Affiliates or Subsidiaries, (C) terminate any other Regulatory Law and existing relationships or contractual rights or obligations or (D) otherwise offer to take all other actions necessary or offer to cause the expiration commit to take any action that would limit Parent’s or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Affiliates’ freedom of action with respect to, or ability to retain, operate or otherwise exercise full rights of ownership with respect to, businesses, assets or properties of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or Subsidiaries (or Monsanto and equity interests held by Parent or any of its Subsidiaries Affiliates in entities with businesses, assets or properties). At the request of Parent, the Company shall agree to selldivest, hold separate or otherwise dispose take or commit to take any action that limits its freedom of or conduct their business in a specified manneraction with respect to, or agree its ability to sellretain, hold separate or otherwise dispose any of or conduct their business in a specified mannerthe businesses, services, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity Company or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including but, absent such request, the Surviving Corporation and its SubsidiariesCompany shall not take any such action), taken together, after giving effect to provided that any such action shall be conditioned upon the Mergerconsummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Biosciences of California, Inc.), Agreement and Plan of Merger (Illumina Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 5.4(a) shall require any of PNU AHP and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUAHP, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Home Products Corp), Agreement and Plan of Merger (Monsanto Co)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement; provided, however, that nothing in this Agreement shall obligate Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time in accordance with this Agreement or as required by applicable law). Without limiting the foregoing, (i) each of the Company, Parent and Purchaser shall use its reasonable best efforts to make promptly any required submissions under the HSR Act, and any submissions under any other applicable foreign antitrust or competition laws of jurisdictions other than the United States that are required to be made or which the Company and Parent mutually agree should be made, in each case, with respect to the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after hereby and (ii) Parent, Purchaser and the date hereof, including Company shall cooperate with one another (iA) preparing and filing as in promptly as practicable all documentation determining whether any filings are required to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all be or should be made or consents, waivers, licenses, orders, registrations, approvals, permitspermits or authorizations are required to be or should be obtained under any other supranational, Tax rulings and authorizations necessary national, federal, state or advisable local law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from any third party and/or any Governmental Entity other parties to loan agreements or other contracts or instruments material to the Company’s business in order to consummate connection with the Merger or any consummation of the other transactions contemplated by this Agreement and (iiB) taking all reasonable steps as may be necessary in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all such material timely any consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders approvals or waivers required to be made or which the Company and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may Parent mutually agree should be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergermade.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Evraz Group S.A.), Agreement and Plan of Merger (Claymont Steel Holdings, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permitsauthorizations, Tax rulings and authorizations necessary Permits or advisable orders from all Governmental Authorities (including Gaming Authorities) or other Persons and, in the case of Parent, using reasonable best efforts to be obtained from enforce any third party and/or any Governmental Entity remedies available to Parent in order to consummate the Merger Interim LLC Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary consideration to obtain all such material consentsany consent, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsapproval or waiver required for the consummation of the Merger under any Contract other than de minimis amounts or amounts that are advanced or substantially simultaneously reimbursed by Parent. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby by this Agreement as promptly as reasonably practicable after the date hereof (and in any event within 10 Business Days) and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act Act; provided that in no event shall any member of Parent, or any Affiliate of any member of Parent, as soon as practicable. Nothing of the date of this Agreement, be required to divest any stock, partnership, membership or other ownership interest in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified mannerentity, or agree to sellundertake any divestiture or restrict its conduct with regard to any business to the extent such action or restriction relates to the Las Vegas Hilton. Subject to the foregoing, hold separate Parent agrees, and shall cause any member of Parent or otherwise dispose any Affiliate of any member of Parent, to undertake any divestiture or restrict the conduct their with respect to its business in a specified mannerto obtain any necessary approvals under the HSR Act. Without limiting the foregoing, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or parties shall request and shall use their respective Subsidiaries or reasonable best efforts to obtain early termination of the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or waiting period under the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerHSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Station Casinos Inc), Agreement and Plan of Merger (Station Casinos Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company and Parent shall use its reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement make effective as soon promptly as practicable after the date hereof, Transactions (including (i) preparing and filing filing, as promptly as practicable practicable, with any Governmental Authority or other Third Party all documentation to effect all necessary applicationsFilings (including Filings pursuant to the HSR Act, noticeswhich such Filings pursuant to the HSR Act shall be made within fifteen (15) Business Days after the date of this Agreement) (and, petitionsabsent the prior written consent of the other party, filingsnot withdrawing any such Filings) and resubmitting any such Filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority and (ii) using reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, tax ruling requests and other documents and in which case, such different standard shall apply) to obtain obtain, as promptly as practicable practicable, all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable Consents required to be obtained from any third party and/or any Governmental Entity in order Authority or other Third Party that are necessary, proper or advisable to consummate the Merger or any of Transactions). To the other transactions contemplated extent permitted by this Agreement Applicable Law, the Company and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Parent shall deliver as promptly as practicable after to the date hereof and to supply as promptly as practicable appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to by any Governmental Authority in connection with the HSR Act and any other Regulatory Law and to take all other actions necessary to cause Transactions. Without limiting the expiration or termination foregoing, none of the applicable Company or Parent or their respective Affiliates shall extend any waiting periods period or comparable period under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition ofAntitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, any assets except with the prior written consent of PNUthe other party (which shall not be unreasonably withheld, Monsanto conditioned or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiariesdelayed), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (E Trade Financial Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations law to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including including, without limitation, (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any or Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions, and (ii) taking all reasonable steps as may be necessary necessary, subject to the limitations in this Section 7.2, to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not Notwithstanding anything to the contrary in limitation this Agreement, no member of the foregoingBelpointe REIT Group may, each party hereto agrees without the prior written consent of Belpointe PREP, become subject to, consent to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and or offer or agree to, or otherwise take any other Regulatory Law (as defined in Section 5.4(b)) action with respect to, any requirement, condition, limitation, understanding, agreement or order to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to (x) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or conduct their portion of business of any member of the Belpointe REIT Group, (y) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of any member of the Belpointe REIT Group in a specified any manner, or agree to sell(z) impose any restriction, hold separate requirement or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned limitation on the Closing operation of the business or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including portion of the Surviving Corporation and its Subsidiaries), taken together, after giving effect to business of any member of the MergerBelpointe REIT Group.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Belpointe REIT, Inc.), Agreement and Plan of Merger (Belpointe PREP, LLC)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent and the Company shall cooperate with each party will other and use its (and shall cause their respective Subsidiaries and Representatives to use) their respective reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws Laws to cause the conditions set forth in Article VIII to be satisfied and regulations to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests reports and other documents filings and to obtain as promptly as practicable all consents, waivers, licenses, ordersapprovals, registrations, approvalsauthorizations, permitswaivers, Tax rulings Permits and authorizations Orders necessary or advisable to be obtained from any third party Third Party and/or any Governmental Entity (including pursuant to the HSR Act and any other Required Antitrust Approval) in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby by this Agreement as promptly as practicable after following the date hereof and of this Agreement, (ii) make all necessary notifications, filings or registrations necessary to obtain the other Required Antitrust Approvals as promptly as practicable following the date of this Agreement, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and or any other Regulatory Law Required Antitrust Approvals, and (iv) use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 7.6 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act or other Antitrust Laws as soon as practicable. Nothing Without limiting the foregoing, the parties shall request and shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act and any other Antitrust Laws, to the extent applicable. Notwithstanding anything to the contrary contained in this Agreement, the Parties hereby agree and acknowledge that neither this Section 5.4 7.6 nor the “reasonable best efforts” standard shall require, or be construed to require Parent or the Company or any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or other Affiliates, and the conduct of their business Company shall not without Parent’s prior written consent, in a specified manner, whether as a condition either case in order to obtaining obtain any required approval from a any Governmental Entity or otherwise to: (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any other Person such action, or for (B) propose, negotiate or offer to effect, or consent or commit to, any other reason, if such sale, holding separate leasing, licensing, transfer, disposal, divestiture or other disposition encumberment or holding separate, before or after the Acceptance Time or the conduct Effective Time, of their business in a specified manner is not conditioned on any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Closing Company or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries(or any of their respective Subsidiaries or other Affiliates), taken togetheror (ii) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, after giving effect or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the MergerCompany or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solutia Inc), Agreement and Plan of Merger (Southwall Technologies Inc /De/)
Reasonable Best Efforts. (a) Subject Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each party will Parent, Sub and the Company agree to use its their respective reasonable best efforts (x) to take, or cause to be taken, all actions actions, and (y) to do, or cause to be done, all things necessary, proper or advisable under applicable laws (subject to any Applicable Laws) to consummate and regulations make effective the Merger and the other Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other transactions contemplated by this Agreement Transactions and the taking of such actions as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all are necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all any requisite approvals, consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary exemptions or advisable to be obtained from waivers by any third party and/or or Governmental Entity, (ii) the preparation of any Governmental Entity disclosure documents reasonably requested by Parent in order to consummate the Merger or facilitate financing of any of the other transactions contemplated by this Agreement Transactions and (iiiii) taking all reasonable steps as may be necessary the satisfaction of the other parties' conditions to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsClosing. In furtherance and not in limitation of the foregoingaddition, each no party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and shall take any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable action after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including delay materially the Surviving Corporation and its Subsidiaries)obtaining of, taken togetheror result in not obtaining, after giving effect any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the Mergerforegoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any Company Subsidiary shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits Parent's or Sub's freedom of action with respect to, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without Parent's prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plato Holdings Inc), Agreement and Plan of Merger (Plato Holdings Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger Mergers and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement Transactions and (ii) taking all reasonable steps as may be necessary necessary, subject to the limitations in this Section 7.2, to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require , and (y) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any of PNU additional information and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, documentary material that may be requested under any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerAntitrust Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions provisions of this Agreement, each of Powertel and VoiceStream agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party will or parties in doing, all things necessary, proper or advisable, to consummate and make effective, in the most expeditious manner practicable, the Reorganization and the other transactions contemplated by this Agreement; provided, however, that neither VoiceStream nor any of the VoiceStream Subsidiaries shall be required, nor, without the consent of VoiceStream, shall Powertel or the Powertel Subsidiaries be permitted, to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to Powertel, VoiceStream or any of their respective Subsidiaries or any -34- 39 material portion of the assets of Powertel, VoiceStream or any of their respective Subsidiaries or any of the business, product lines, or assets of Powertel, VoiceStream or any of their respective Subsidiaries. Without limiting the foregoing, (i) each of Powertel and VoiceStream agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself or its Subsidiaries with respect to the Reorganization (which actions shall include furnishing all information required under the HSR Act and all actions required in connection with approvals of or filings with the FCC, state public utility or service commissions or similar agencies and any other Governmental Entity) and shall promptly cooperate with and furnish information to doeach other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Reorganization, (ii) each of Powertel and VoiceStream shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or cause any exemption by, the FCC, state public utility or service commissions or similar agencies and any other Governmental Entity or other public or private third party required to be doneobtained or made by VoiceStream, Powertel or any of their Subsidiaries in connection with the Reorganization or the taking of any action contemplated thereby or by this Agreement, (iii) VoiceStream shall maintain Sub as a wholly-owned VoiceStream Subsidiary, with no voting or approval rights outstanding other than those held by VoiceStream, and VoiceStream shall cause Sub to approve, and shall vote all things necessarysecurities and give all approvals necessary for Sub to approve, proper the Reorganization, and (iv) each party will use its reasonable best efforts to oppose entry or advisable under applicable laws and regulations lift the effects of any injunction or other order adversely affecting the ability of any party hereto to consummate the Merger and transactions contemplated hereby to prevent, with respect to any threatened or such injunction or other order, the issuance or entry thereto, provided however, that notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by VoiceStream, Powertel or any of their respective Subsidiaries to consummate the Reorganization or the other transactions contemplated by in this Agreement as soon as practicable after Agreement, Powertel shall not, without VoiceStream's prior written consent, commit to any divestiture of assets or businesses of Powertel and the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party Powertel Subsidiaries if such divested assets and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such businesses are material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act assets or profitability of Powertel and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Powertel Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether taken as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerwhole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Voicestream Wireless Corp /De), Agreement and Plan of Reorganization (Powertel Inc /De/)
Reasonable Best Efforts. (a) Subject to the terms and conditions (i) Except where a different threshold of efforts is expressly provided in this AgreementAgreement (in which case, such different threshold of efforts shall apply), each party will of the Seller Parties and the Buyer Parties shall cooperate and shall, and the Seller Parties shall cause each of the Transferred Entities to, and Buyer Ultimate Parent shall cause each of its Controlled Affiliates to, use its their respective reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable laws and regulations Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereofreasonably practicable, including including, (ix) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests reports and other documents filings and to obtain as promptly as reasonably practicable all consents, waivers, licenses, orders, registrations, approvals, permitswaivers, Tax rulings orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Government Entity in order to consummate the Merger transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by the Termination Date; provided, however, that the Seller Parties and (ii) taking all reasonable steps as may be necessary to obtain all the Buyer Parties shall not, and the Seller Parties shall cause each of the Transferred Entities not to, and Buyer Ultimate Parent shall cause each of its Controlled Affiliates not to, make any filing for any such material notice, report or filing in respect of consents, registrations, approvals, waivers, licensesorders, registrationsinterpretive guidance, permitsexemptions, authorizationspermits and authorizations with respect to any antitrust or merger or NISPOM or CFIUS filings, Tax rulingsor initiate any communications with any Government Entity with respect to any antitrust or merger or NISPOM or CFIUS filings, orders and approvalswithout first consulting with the other Parties in order to give the Parties a reasonable opportunity to comment on the content of antitrust or merger or NISPOM or CFIUS filings relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. In furtherance and not in limitation Without limiting the generality of the foregoing, each party hereto agrees to of the Seller Parties and the Buyer Parties shall, and the Seller Parties shall cause each of the Transferred Entities to, and Buyer Ultimate Parent shall cause each of its Controlled Affiliates to, make an appropriate filing of a Notification as promptly as reasonably practicable all filings and Report Form pursuant to the HSR Act submissions required under any applicable Law in connection with this Agreement and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as by this Agreement, and file promptly as practicable after the date hereof and to supply as promptly as practicable any additional information requested under any applicable Law in connection with this Agreement and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination transactions contemplated by this Agreement, after receipt of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerrequest therefor.
Appears in 2 contracts
Samples: Shareholders Agreement (Tang Hsiang Chien), Stock Purchase Agreement (TTM Technologies Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and make effective the other transactions contemplated by this Agreement Transactions, as soon as reasonably practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Relevant Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions (including those set forth in Section 6.2(a) of the Company Disclosure Letter or Section 6.2(a) of the Parent Disclosure Letter) and (ii) taking all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable after the date hereof and advisable. Each Party agrees to supply supply, as promptly as practicable and advisable, any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerAntitrust Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (TYCO INTERNATIONAL PLC)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Mondavi and Constellation will use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations this Agreement or Applicable Law to consummate the Merger and the other transactions contemplated by this Agreement Agreement, including the Merger, as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation Without limiting the generality of the foregoing, each party hereto of Mondavi and Constellation agrees to make an appropriate filing all necessary filings in connection with any approvals, filings consents, orders or waiting periods of a Notification and Report Form pursuant to any Governmental Authority which, if not obtained in connection with the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to consummation of the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sellhereby, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco Mondavi or Constellation ("APPROVALS") as promptly as practicable after the date of this Agreement, and to use its Subsidiaries (including reasonable efforts to furnish or cause to be furnished, as promptly as practicable, all information and documents requested with respect to such Approvals and shall otherwise cooperate with the Surviving Corporation applicable Governmental Authorities in order to obtain any Approvals in as expeditious a manner as possible. Each of Mondavi and Constellation shall use its reasonable efforts to resolve such objections, if any, as any Governmental Authority may assert with respect to this Agreement and the transactions contemplated hereby in connection with the Approvals. In the event that a suit is instituted by a Person or Governmental Authority challenging this Agreement and the transactions contemplated hereby as violative of applicable antitrust or competition laws, each of Mondavi and Constellation shall use its reasonable efforts to resist or resolve such suit. Mondavi and Constellation each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries), taken togetherdirectors, after giving effect officers and shareholders and such other matters as may reasonably be necessary or advisable in connection with any statement, filing, request, notice or application made by or on behalf of Mondavi, Constellation or any of their respective subsidiaries to any third party and/or any Governmental Authority in connection with the MergerMerger or the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Constellation Brands, Inc.), Agreement and Plan of Merger (Constellation Brands, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 Agreement shall require any of PNU Parent and its Subsidiaries or Monsanto the Company and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUParent, Monsanto the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Newco Parent and its Subsidiaries Subsidiary (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apco Argentina Inc/New), Agreement and Plan of Merger (Williams Companies Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement and the fiduciary responsibilities of the Board of Directors of the Company, each party will of the Company, Parent and Sub agrees to use its reasonable best efforts to cause the consummation of the Merger to occur as soon as practicable. Without limiting the foregoing, (i) each of the Company, Parent and Sub agree to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to do, each other in connection with any such requirements imposed upon any of them or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate any of their Subsidiaries in connection with the Merger and (ii) each of the other transactions contemplated by this Agreement as soon as practicable after the date hereofCompany, including (i) preparing Parent and filing as promptly as practicable all documentation to effect all necessary applicationsSub shall, noticesand shall cause its Subsidiaries to, petitions, filings, tax ruling requests and other documents and use its reasonable best efforts to obtain as promptly as practicable all consents(and shall cooperate with each other in obtaining) any consent, waiversauthorization, licensesorder or approval of, ordersor any exemption by, registrations, approvals, permits, Tax rulings and authorizations necessary any Governmental Entity or advisable other public or private third party required to be obtained from or made by Parent, Sub, the Company or any third party and/or of their Subsidiaries in connection with the Merger or the taking of any Governmental Entity in order action contemplated thereby or by this Agreement. In connection with any action to be taken by Parent, the Company or any of its respective Subsidiaries to consummate the Merger or any of the other transactions contemplated by in this Agreement and (ii) taking all reasonable steps as may be necessary Agreement, the Company shall not, without Parent's prior written consent, commit to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation any divestiture of assets or businesses of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU Company and its Subsidiaries if such divested assets and/or businesses are material to the assets or Monsanto profitability of the Company and its Subsidiaries taken as a whole; and neither Parent nor any of its Subsidiaries shall be required to sell, divest or hold separate or otherwise dispose take or commit to take any action that materially limits its freedom of or conduct their business in a specified manneraction with respect to, or agree its ability to sellretain, hold separate the Company or otherwise dispose any of the businesses or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto Parent or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or that would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including Parent or the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Zilog Inc)
Reasonable Best Efforts. Each of the Company, Parent and Sub agrees to use its reasonable best efforts to cause the purchase of Shares pursuant to the Offer and the consummation of the Merger to occur as soon as practicable. Without limiting the foregoing, (a) Subject each of the Company, Parent and Sub agree to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable which actions shall include furnishing all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to information required under the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) Act, including, without limitation, with respect to the transactions contemplated hereby as by the Preferred Stock Purchase Agreement, and in connection with approvals of or filings with any other Governmental Entity) and shall promptly as practicable after cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the date hereof Offer and the Merger and (b) each of the Company, Parent and Sub shall, and shall cause its Subsidiaries to, use its reasonable best efforts to supply as promptly as practicable obtain (and shall cooperate with each other in obtaining) any additional information consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their Subsidiaries in connection with the Offer and documentary material that may the Merger or the taking of any action contemplated thereby or by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company shall not be requested obligated to use its reasonable best efforts or to take any action pursuant to this Section 7.11 if the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination Board of Directors of the Company shall determine, in its good faith judgment, based on the opinion of independent outside legal counsel to the Company, that such action would constitute a breach of such Board's duties under applicable waiting periods under law, and (ii) in connection with any filing or submission required or action to be taken by Parent, the HSR Act as soon as practicable. Nothing Company or any of its respective Subsidiaries to consummate the Offer, the Merger or the other transactions contemplated in this Section 5.4 Agreement, the Company shall require not, without Parent's prior written consent, commit to any divestiture of PNU assets or businesses of the Company and its Subsidiaries if such divested assets and/or businesses are material to the assets or Monsanto profitability of the Company and its Subsidiaries taken as a whole; and neither Parent nor any of its Subsidiaries shall be required to selldivest any assets or business of Parent or its Subsidiaries or the Company or its Subsidiaries if such divested assets and/or businesses are material to the assets or profitability of Parent or its Subsidiaries taken as a whole or the Company and its Subsidiaries taken as a whole, respectively, or hold separate or otherwise dispose take or commit to take any action that materially limits its freedom of or conduct their business in a specified manner, or agree action with respect to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity Company or any other Person such assets or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerbusinesses.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Alexander & Alexander Services Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)5.3(b) below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other transaction contemplated by this Section 5.4 Agreement as violative of any Regulatory Law, each of Parent and the Company shall require cooperate with each other and, if necessary to (I) obtain any of PNU regulatory approval, (II) contest and resist any such action or proceeding, or (III) have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order (whether temporary, preliminary or permanent): (x) Parent shall, and shall cause its Subsidiaries or Monsanto and its Subsidiaries to sellto, hold separate any portion of its assets, or otherwise dispose conduct its business or any portion of or conduct their business its business, in a specified manner, manner in one or agree more countries for a period of up to sell, hold separate six months after the Closing; (y) Parent shall take such actions with respect to its assets or otherwise dispose the assets of or conduct their business in a specified manner, or permit the saleany of its Subsidiaries (including selling, holding separate or other disposition ofotherwise disposing of such assets, or agreeing to, or permitting, any of the foregoing with respect to such assets); and (z) the Company at the direction of the Parent shall take such actions with respect to its assets or the assets of PNU, Monsanto or their respective any of its Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale(including selling, holding separate or other disposition otherwise disposing of such assets, or agreeing to, or permitting any of the conduct foregoing with respect to such assets); unless, in the case of their business actions taken pursuant to clauses (y) and (z), such actions, in a specified manner is not conditioned on the Closing aggregate, would (taking into account both quantitative and qualitative factors, and assuming in the case of actions taken pursuant to clause (y) that such actions were or would reasonably be expected had been taken by the Company or any of its Subsidiaries with respect to have assets of the Company of similar value or prospective value) result in a Material Adverse Effect on Newco the Company. For purposes of the previous sentence only, the parties acknowledge that the value of drug candidates and its Subsidiaries (including discoveries may be material before they provide any revenue or profit to the Surviving Corporation Company and therefore the term "Material Adverse Effect" as it relates to the Company shall include the prospects of the Company and its Subsidiaries), taken together, after giving effect to the Mergeras a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Pharmacia Corp /De/)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will Diamond shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate complete the Merger and (as defined in the other transactions contemplated by Merger Agreement) in accordance with the terms of the Merger Agreement (for the avoidance of doubt this does not include any obligation to waive any closing condition or amend any term of the Merger Agreement), including using reasonable best efforts to complete the Merger on the same day Diamond or its subsidiaries receive the Special Dividend. Diamond further agrees that it will not terminate the Merger Agreement as soon as practicable after pursuant to section 6.01(a) of the Merger Agreement without the prior written consent of the Company. The Company agrees that the Board of Directors shall not terminate, modify or rescind the resolutions relating to the declaration of the Special Dividend adopted on the date hereof, including ; provided that nothing herein shall (x) limit the Board of Directors from taking any other action it determines necessary in the exercise of its fiduciary duties under applicable law or (y) require any waiver or modification of any condition to the payment of the Special Dividend set forth in such resolutions. This letter agreement shall terminate on the earlier of (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any 10 year anniversary of the other transactions contemplated by this Agreement date hereof and (ii) taking all reasonable steps as the date that no shares of Class A Common Stock, or any other class or series of securities into which such shares may convert or otherwise become, remain outstanding (other than shares beneficially owned, directly or indirectly, by Diamond and its affiliates). No provision of this Agreement may be necessary to obtain all such material consentsamended, waiversmodified or waived except by a written instrument signed by Diamond and the Company; provided that any amendment, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation modification or waiver of this Agreement shall require the prior written approval of a special committee of the foregoing, each party Board of Directors comprised solely of independent and disinterested directors. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely in such state. Each of the parties hereto agrees hereby irrevocably and unconditionally consents to make an appropriate filing of a Notification and Report Form pursuant submit to the HSR Act exclusive jurisdiction of the Court of Chancery of the State of Delaware for any action arising out of or relating to this letter agreement and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby hereby. [Signature Page Follows] Sincerely, DELL TECHNOLOGIES INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer Accepted and agreed to as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicablefirst date written above: VMWARE, INC. Nothing in this Section 5.4 shall require any of PNU By: /s/ Xxx Xxxxxxxxxx Olli Name: Xxx Xxxxxxxxxx Olli Title: Senior Vice President and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.General Counsel
Appears in 2 contracts
Samples: Dell Technologies Inc, Vmware, Inc.
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable laws and regulations to consummate cause the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain as promptly as practicable all consents(including any required or recommended filings under applicable Antitrust Laws), waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material approvals, consents, waivers, licenses, registrations, permits, authorizationsauthorizations and other confirmations from any Governmental Authority necessary, Tax rulings, orders and approvals. In furtherance and not proper or advisable to consummate the Transactions; provided that in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and no event shall Parent or Merger Sub be required by this Section 6.5 or any other Regulatory Law provision of this Agreement to (as defined in Section 5.4(b)A) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to selllicense, hold separate or otherwise divest, dispose of or conduct hold separate any material portion of the assets or businesses of Parent or the Company or any of their business respective material Subsidiaries or otherwise take or commit to take any action that limits in a specified mannerany respect its freedom of action with respect to, or agree its ability to sellretain, hold separate any material portion of the assets or otherwise dispose businesses of Parent or conduct the Company or any of their business in a specified mannerrespective material Subsidiaries, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or that would reasonably be expected to have a Material Adverse Effect material adverse effect on Newco Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), Corporation) taken together, as a whole after giving effect to the MergerTransactions, (B) agree to or effect any license, divestiture, disposition or hold separate any business or take any other action or agree to any limitation that is not conditioned on the consummation of the Merger or (C) pay any significant amounts in connection with seeking or obtaining such consents, approvals or authorizations as are required to complete the Transactions under applicable Antitrust Laws (excluding any mandatory filing fees and reasonable and customary costs and expenses associated with making applications for, and responding to requests for information from Governmental Authorities with respect to, such required consents, approvals or authorizations); provided, further, that the Company (x) shall not take or agree to take any action identified in clause (A), (B) or (C) of the immediately preceding sentence without the prior written consent of Parent and (y) if so requested by Parent, shall use reasonable best efforts to effect any license, divestiture or disposition of, or hold separate, any of the Company’s assets or businesses necessary to obtain clearances or approvals required for the Closing under the Antitrust Laws, provided that such action is conditioned on the consummation of the Merger and does not reduce the amount or delay the payment of the Offer Price, Merger Consideration, Option Consideration or SAR Consideration payable in connection with the Transactions. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a United States federal or state Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.
Appears in 2 contracts
Samples: Agreement of Merger (New River Pharmaceuticals Inc), Agreement of Merger (Shire PLC)
Reasonable Best Efforts. (a) Subject to Sections 5.2, 7.1(b) and 7.1(c), the terms Company and conditions of this Agreement, Parent shall each party will cooperate with the other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, promptly (i) take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofpracticable, including (i) including, without limitation, preparing and filing as promptly as practicable and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to (ii) obtain as promptly soon as practicable all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or any Governmental Entity in order or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the Merger or any of and the other transactions contemplated by this Agreement. The Company and Parent shall submit the notifications required under the HSR Act relating to the Merger within ten (10) Business Days of the date of this Agreement and (ii) taking all reasonable steps shall prepare and file such other materials as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and required under any other Regulatory Law (as defined in Section 5.4(b)) applicable Antitrust Laws with respect to the transactions contemplated hereby Merger in the jurisdictions set forth on Section 7.1 of the Company Disclosure Schedules as promptly as practicable after practicable. Prior to Closing, and subject to applicable laws relating to the date hereof exchange of information, the Company and Parent shall each keep the other apprised of the status of matters relating to supply as the completion of the Merger and work cooperatively in connection with obtaining all required approvals or consents of any governmental agency, body, authority or entity in connection with the Merger. The Company and Parent shall have the right to review in advance, and each will consult the other to provide any necessary information with respect to all filings made with, or written materials submitted to, any third party and/or any governmental agency, body, authority or entity in connection with the Merger and the other transactions contemplated by this Agreement. The Company and Parent shall each promptly as practicable inform the other party, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any additional information communication from any governmental agency, body, authority or entity regarding the Merger, and documentary material provide the other party with the opportunity to participate in any meeting with any governmental agency, body, authority or entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby; provided that notwithstanding anything to the contrary in this Section 7.1, Parent shall have the principal responsibility for determining and implementing the strategy for obtaining any necessary antitrust clearance, consents or approvals (including with respect to timing and potential ways to address any concerns that may be requested pursuant raised) and shall lead and direct all submissions to, meetings, negotiations and communications with any governmental agency, body, authority or entity or other party in connection with antitrust matters with respect to any Antitrust Law, and shall do so in a manner reasonably designed to obtain any such clearance, consents or approvals prior to the HSR Act and End Date; but provided, further, that the foregoing shall not limit in any other Regulatory Law and respect any party’s obligations under this Agreement. If either party receives a request for additional information or documentary material from any governmental agency, body, authority or entity with respect to take all other actions necessary the Merger, then such party will use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified mannermake, or agree cause to sellbe made, hold separate or otherwise dispose of or conduct their business promptly and after consultation with the other party, an appropriate response in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition compliance with such request. Subject to obtaining any approval from a Governmental Entity applicable laws or any other Person request made by any applicable governmental agency, body, authority or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries entity (including the Surviving Corporation and its Subsidiariesstaff thereof), taken togetherthe Company and Parent shall each furnish to each other copies of all correspondence, after giving effect filings and written communications between it and any such governmental agency, body, authority or entity with respect to this Agreement and the Merger, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of filings or submissions of information to any such governmental agency, body, authority or entity; provided that materials provided pursuant to this Section 7.1(a) may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual obligations, and (iii) as necessary to address reasonable privilege concerns.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Noble Energy Inc), Agreement and Plan of Merger (Noble Energy Inc)
Reasonable Best Efforts. (a) Subject to applicable law and to the terms and conditions of this Agreementherein provided for, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement; provided, however, that nothing in this Agreement (other than as soon expressly provided for in Section 1.01) shall obligate Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as practicable after it may be extended from time to time). Without limiting the date hereofforegoing, including (i) preparing each of the Company, Parent and filing as Purchaser shall use its reasonable best efforts to make promptly as practicable all documentation any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to effect all necessary applicationsthe Offer, noticesthe Merger or the Stockholder Tender Agreement and the transactions contemplated hereby and thereby and (ii) Parent, petitions, filings, tax ruling requests Purchaser and other documents and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to obtain as promptly as practicable all be or should be made or consents, waivers, licenses, orders, registrations, approvals, permitspermits or authorizations are required to be or should be obtained under any other federal, Tax rulings and authorizations necessary state or advisable foreign law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from any third party and/or any Governmental Entity other parties to loan agreements or other contracts or instruments material to the Company's business in order to consummate connection with the Merger or any consummation of the other transactions contemplated by this Agreement and (iiB) taking all reasonable steps as may be necessary in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all timely any such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsapprovals or waivers. In furtherance case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and not in limitation directors of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to this Agreement shall take all other actions such necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergeraction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (Deutsche Bank Ag\)
Reasonable Best Efforts. (a) Subject to the terms and conditions of Except as otherwise contemplated in this Agreement, each party will of the Company, Parent and Sub agree to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to doeach other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or cause any exemption by, any Governmental Entity or other public or private third party required to be doneobtained or made by Parent, all things necessarySub, proper the Company or advisable under applicable laws any of their subsidiaries in connection with the Offer and regulations to consummate the Merger and or the other transactions taking of any action contemplated thereby or by this Agreement as soon as practicable after Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the date hereofforegoing, including Parent shall (i) preparing contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and filing Restated Credit Agreement dated as promptly as practicable all documentation of July 15, 1997 referred to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any Item 4.05 of the other transactions contemplated by this Agreement Company Letter and (ii) taking all use its reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary best efforts to cause the expiration or termination Company to repay such indebtedness contemporaneously with such purchase and obtain the release of the applicable waiting periods under the HSR Act as soon as practicable. Nothing all guaranties and security interests granted in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if connection with such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerindebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Graphic Industries Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws laws, rules and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofhereof and in no event after the End Date, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods required from, any Governmental Entity, including pursuant to the HSR Act, and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) (A) to make make, as promptly as practicable, and in any event no later than 15 Business Days from the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and (B) to make, as promptly as reasonably practicable such other notifications and filings as are required under any other Regulatory Law (as defined in Section 5.4(b)) Merger Control Laws with respect to the transactions contemplated hereby as promptly as practicable after that the date hereof Parties agree are required to be made, and (ii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Act, or Merger Control Law by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require and any of PNU Merger Control Law and its Subsidiaries to secure any clearances and authorizations under Merger Control Laws on or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit before the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerEnd Date.
Appears in 2 contracts
Samples: Separation Agreement (C&J Energy Services, Inc.), Agreement and Plan of Merger (Nabors Industries LTD)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement and subject to Sections 7.2(b), 7.2(c) and 7.2(d), each party Party will cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, waivers, licenses, ordersclearances, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement Transactions and (ii) taking all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, but subject to Sections 7.2(b), 7.2(c) and 7.2(d), each party hereto Party agrees to make an appropriate filing of filings under any applicable Antitrust Laws, including, but not limited to, a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable after the date hereof practicable, and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested by any Governmental Entity pursuant to any applicable Antitrust Law, including, but not limited to, the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the any applicable waiting periods under the HSR Act and to obtain any other required consents, clearances, registrations, approvals, and authorizations as soon as practicable. Nothing in this Section 5.4 Subject to Sections 7.2(b), 7.2(c) and 7.2(d), neither Parent nor Company shall require take or permit any of PNU and its Subsidiaries or Monsanto and its Subsidiaries Affiliates to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, take any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or action that would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including prevent, materially delay or materially impede the Surviving Corporation and its Subsidiaries), taken together, after giving effect to consummation of the Mergertransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax Tax ruling requests and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party Third Party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, (ii) all appropriate filings required pursuant to the EC Merger Regulation, (iii) all appropriate filings required pursuant to the China Anti-Monopoly Law and (iv) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any other antitrust, competition, trade regulation or other Regulatory Law (as defined including under applicable Regulatory Law in Section 5.4(b)Australia and Canada) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable. Nothing in this Section 5.4 shall require practicable and not extend any of PNU and its Subsidiaries waiting period under the HSR Act or Monsanto and its Subsidiaries to sell, hold separate any other Regulatory Law or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, enter into any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from agreement with a Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other Person transaction contemplated by this Agreement as violative of any Regulatory Law, each of Parent and the Company shall cooperate with each other to (x) obtain any regulatory approval, (y) contest and resist any such Action, or for (z) avoid the entry of or have vacated or terminated, lifted, reversed or overturned any other reasondecree, if such salejudgment, holding separate injunction, or other disposition order (whether temporary, preliminary or the conduct of their business in a specified manner is not conditioned on permanent) that would restrain, prevent or delay the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerother transactions contemplated herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wyeth), Plan of Merger (Pfizer Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will 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 under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests requests, and other documents and to obtain as promptly as practicable all Parent Necessary Consents or Company Necessary Consents, as appropriate, and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the “Required Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders Necessary Consents and approvalsthe Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto of Parent and the Company agrees (i) to make make, as promptly as practicable, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after hereby, (B) appropriate filings under the date hereof Insurance Laws of the jurisdictions set forth in Section 4.03 of the Parent Disclosure Schedule and of the jurisdictions set forth in Section 5.03 of the Company Disclosure Schedule, and (C) all other necessary filings with other Governmental Authorities relating to the Merger, and, to supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act and any other Regulatory Law such Laws or by such Governmental Authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such Governmental Authorities as soon as practicablepracticable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Nothing Notwithstanding anything to the contrary in this Section 5.4 shall require Agreement, neither Parent nor the Company nor any of PNU and its their respective Subsidiaries or Monsanto and its Subsidiaries shall be required to sell, hold separate (including by trust or otherwise dispose otherwise) or to divest any of their respective businesses or conduct their business in a specified mannerassets, or to take or agree to selltake any action or agree to any limitation, hold separate or otherwise dispose of or conduct their business in a specified mannerany such case, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or that would reasonably be expected to have a Parent Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries)or a Company Material Adverse Effect, taken together, in each case after giving effect to the Merger, or to materially impair the benefits to Parent and the Company expected, as of the date hereof, to be realized from consummation of the Merger, and neither Parent nor the Company shall be required to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the consummation of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including Applicable Law in connection with (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain as promptly as practicable (ii) obtaining and maintaining all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings authorizations and authorizations necessary or advisable other confirmations required to be obtained from any Governmental Authority or other third party and/or any Governmental Entity in order that are necessary, proper or advisable to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consentsthe Merger Agreement. Each Stockholder shall, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect extent related to the transactions contemplated hereby by the Merger Agreement, (A) cooperate in all respects and consult with Parent in connection with filings, including by providing Parent with information as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected required to prepare any filings or submissions and by allowing Parent to have a Material Adverse Effect reasonable opportunity to review in advance and comment on Newco drafts of filings and its Subsidiaries submissions and by considering in good faith Parent’s views, (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect B) to the Mergerextent not prohibited by Applicable Law, promptly inform Parent of any written or oral communication received by such Stockholder from, or given by such Stockholder to, Governmental Authorities, including by promptly providing copies to Parent of any such written communications and (C) permit Parent to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with Governmental Authorities, and to the extent not prohibited by a Governmental Authority, give Parent the opportunity to attend and participate in any in-person meetings with that Governmental Authority. Notwithstanding the foregoing, materials required to be provided pursuant to this Section 4.07 may be redacted to remove references (x) concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements and (z) as necessary to comply with Applicable Law. Each Stockholder may, as it deems advisable and necessary, reasonably designate any competitively sensitive material as “outside counsel only”.
Appears in 2 contracts
Samples: Support Agreement (Golden Gate Private Equity, Inc.), Support Agreement (LiveVox Holdings, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Company and Parent will use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto of Parent and Company agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and any to make such other Regulatory Law (filings as defined are required under laws, rules and regulations in Section 5.4(b)foreign jurisdictions governing antitrust or merger control matters) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (or pursuant to such foreign laws, rules or regulations) and any other Regulatory Law and (ii) to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (and to obtain the necessary approvals under such foreign laws, rules or regulations) as soon as practicable. Nothing , including, in this Section 5.4 shall require the case of Parent, entering into any of PNU and its Subsidiaries required settlement, undertaking, consent decree or Monsanto and its Subsidiaries to sellstipulation with any Governmental Entity or implementing any required divestiture, hold separate or otherwise similar transaction with respect to any assets; provided, that, Parent shall not be required to agree, and the Company shall not agree without Parent's consent, to waive any substantial rights or to accept any substantial limitation on its operations or to dispose of or conduct their business any significant assets in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to connection with obtaining any approval from a Governmental Entity such consent or any other Person authorization unless such waiver, limitation or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is would not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco the Company, Parent or Parent's food business, and its Subsidiaries (including provided, further, that at Parent's written request, the Surviving Corporation Company shall agree to any such waiver, limitation or disposal, which agreement may, at the Company's option, be conditioned upon and its Subsidiaries), taken together, after giving effect to effective only as of the MergerEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nabisco Inc), Agreement and Plan of Merger (Philip Morris Companies Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable laws and regulations to consummate cause the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain as promptly as practicable all consents(including any required or recommended filings under applicable Antitrust Laws), waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material approvals, consents, waivers, licenses, registrations, permits, authorizationsauthorizations and other confirmations from any Governmental Authority or Third Party necessary, Tax rulingsproper or advisable to consummate the Transactions. For purposes hereof, orders “Antitrust Laws” means the Shermax Xxx, as amended, the Claytox Xxx, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and approvalsall other applicable Laws issued by a United States or federal Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. In furtherance Except as provided in Section 5.14 (and not subject to Section 5.7), the parties acknowledge and agree that (i) neither the Company nor the Shareholders shall be required to expend any funds (other than the fees, costs and expenses of its advisors, accountants or counsel related thereto which shall be paid in limitation all events by such party) in order to obtain any consents required by or requested from Third Parties in connection with the consummation of the foregoingTransactions, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to (ii) the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to Company shall not, without the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination prior written consent of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require Purchaser, expend or commit to expend any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified mannerfunds, or agree enter into or amend any Contract in order to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, obtain any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerThird Party consent.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Amr Corp), Stock Purchase Agreement (American Airlines Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under applicable laws this Agreement and regulations Applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as reasonably practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax waivers and Tax ruling requests and other documents and to obtain as promptly as practicable all Investor Necessary Consents, MI Necessary Consents, MVT Necessary Consents and MVT Holding Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of Transactions (collectively, the other transactions contemplated by this Agreement “Required Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsRequired Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as reasonably practicable after the date hereof hereof, and (B) all other necessary filings with other Governmental Entities relating to the Transactions as promptly as reasonably practicable, and, in each case, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such Applicable Laws or by such authorities and to take all other actions necessary use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Required Approvals under such other Applicable Laws or from such authorities as soon as reasonably practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Investment Agreement (Warburg Pincus LLC), Investment Agreement (Marshall & Ilsley Corp/Wi/)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax Tax ruling requests and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party Third Party and/or any Governmental Entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof (and, in any event, within fifteen (15) Business Days following the date hereof), (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, and (B) all other necessary registrations, declarations, notices and filings relating to the Mergers with other Governmental Entities under any other antitrust, competition, trade regulation or other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable. Nothing in this Section 5.4 shall require practicable and not extend any of PNU and its Subsidiaries waiting period under the HSR Act or Monsanto and its Subsidiaries to sell, hold separate any other Regulatory Law or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, enter into any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from agreement with a Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other Person transaction contemplated by this Agreement as violative of any Regulatory Law, each of Parent and the Company shall cooperate with each other to (x) obtain any regulatory approval, (y) contest and resist any such Action, or for (z) avoid the entry of or have vacated or terminated, lifted, reversed or overturned any other reasondecree, if such salejudgment, holding separate injunction, or other disposition order (whether temporary, preliminary or the conduct of their business in a specified manner is not conditioned on permanent) that would restrain, prevent or delay the Closing or would reasonably the other transactions contemplated herein. Parent shall be expected responsible for all filing fees and local counsel fees relating to have a Material Adverse Effect on Newco and its Subsidiaries (including any filings contemplated in the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerforegoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sykes Enterprises Inc), Agreement and Plan of Merger (Ict Group Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 Agreement shall require any of PNU SPSS and its Subsidiaries or Monsanto ShowCase and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUSPSS, Monsanto ShowCase or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reasonPerson, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or or, in the aggregate, would reasonably be expected to have a Material Adverse Effect on Newco SPSS and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Showcase Corp /Mn), Agreement and Plan of Merger (SPSS Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws laws, rules and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals (as defined herein) and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (A) to make make, as promptly as practicable, to the extent it has not already done so, (1) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby (which filing shall be made in any event within 15 business days of the date hereof), (2) appropriate filings with the applicable Governmental Entities under any Applicable Antitrust Laws within the time periods specified thereunder to effect a Closing as promptly soon as practicable after and (3) appropriate filings and applications to the FCC for its consent to the transaction contemplated hereby (which filing shall be made in any event within 20 business days of the date hereof hereof), and (B) in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such Applicable Antitrust Laws or by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all such consents, waivers, orders, approvals, permits, rulings, authorizations and clearances under such other Applicable Antitrust Laws or from such authorities as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xm Satellite Radio Holdings Inc), Agreement and Plan of Merger (Sirius Satellite Radio Inc)
Reasonable Best Efforts. (a) Subject to Each of the terms and conditions of this Agreement, each party will parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereofpracticable, including by (i) preparing and filing as promptly soon as practicable of all documentation to effect all necessary applicationsforms, notices, petitions, filings, tax ruling requests registrations and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable notices required to be obtained from any third party and/or any Governmental Entity in order filed to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) the taking all of such reasonable steps actions as may be are necessary to obtain all such material any requisite approvals, consents, waiversOrders, licensesexemptions or waivers by any third party or Governmental Entity, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form including filings pursuant to the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, any form or report required by any other Regulatory Law Governmental Entity relating to antitrust, competition, trade or other regulatory matters), (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed until the issuance of a final, non-appealable Order, and (iii) using reasonable best efforts to cause the satisfaction of all conditions to Closing. Each of the parties hereto shall furnish to the other parties such necessary information and reasonable assistance as defined such other party may reasonably request in Section 5.4(b)) connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration (or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition counsel) copies of, all filings made by such party with any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.8 shall require or for be construed to require any other reasonof Parent, if such sale, holding separate or other disposition Merger Sub or the conduct of their business in a specified manner is not conditioned on the Closing or Company to enter into any consent arrangement that would be reasonably be expected to have a Material Adverse Effect material adverse effect on Newco and its Subsidiaries (including i) the feature animation business of Parent together with the Surviving Corporation and its Subsidiaries)Corporation, taken togetheras a whole, after giving effect or (ii) the benefits that are expected to derive from the MergerMerger and other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (Pixar \Ca\)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, and subject at all times to each party Person’s and its directors’ duty to act in a manner consistent with their fiduciary duties, each of DouYu, Huya and Tencent, as applicable, will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law promptly to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing preparing, executing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitionsreports, filings, tax ruling requests applications and other documents filings and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement, except to the extent such actions, things, notices, reports, applications, filings, consents, registrations, approvals, permits or authorizations are related to any PRC Regulatory Filings with respect to which Tencent has the right to waive the condition prescribed in Section 8.2(g); provided, that except to the extent related to such PRC Regulatory Filings, DouYu, Huya and Tencent will cooperate with each other in determining whether any action by or in respect of, or filing with, any Governmental Entity is required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all seeking any such material actions, consents, waiversapprovals or waivers or making any such filings. Each of Huya, licensesDouYu and Tencent will furnish, registrationsand cause their Affiliates to furnish, permits, authorizations, Tax rulings, orders to each other all information required for any application or other filing under the rules and approvals. In furtherance regulations of any applicable Law in connection with the Merger and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DouYu International Holdings LTD), Agreement and Plan of Merger (HUYA Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under applicable laws this Agreement and regulations Applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as reasonably practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax filings and Tax ruling requests and other documents and to obtain as promptly as practicable all Investor Necessary Consents, Alberto-Culver Necessary Consents, Sally Necessary Consents and New Sally Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of Transactions (collectively, the other transactions contemplated by this Agreement “Required Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsRequired Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as reasonably practicable after the date hereof hereof, (B) appropriate filings, if any are required, with the European Commission and/or other foreign regulatory authorities in accordance with applicable competition, merger control, antitrust, investment or similar Applicable Laws (“Foreign Competition Laws”) and (C) all other necessary filings with other Governmental Entities relating to the Transactions, and, in each case, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such Applicable Laws or by such authorities and to take all other actions necessary use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Required Approvals under such other Applicable Laws or from such authorities as soon as reasonably practicable. Nothing Alberto-Culver (i) shall use its reasonable best efforts to obtain the consent or consents of third Persons referred to in, and with respect to the matter set forth on, Section 6.4(a) of the Alberto-Culver Disclosure Schedule and (ii) shall (x) indemnify, defend and hold harmless members of the Sally Group from and against, and pay or reimburse, as the case may be, such members for all Indemnifiable Losses (as defined in this Section 5.4 shall require the Separation Agreement), as incurred or suffered by any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sellsuch member based upon, hold separate or otherwise dispose arising out of or conduct their business resulting from the matter set forth in a specified manner, or agree Section 6.4(a) of the Alberto-Culver Disclosure Schedule and (y) take any and all actions necessary to sell, hold separate or otherwise dispose ensure that the obligations thereunder do not become obligations of or conduct their business in a specified manner, or permit any member of the sale, holding separate or other disposition of, any Sally Group and no assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether any such member are made subject to any Liens as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reasonresult of such matter, if such sale, holding separate or other disposition or including extinguishing the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerobligations thereunder.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company, Parent and Merger Sub shall use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other parties in doing, all things necessary, proper and advisable under applicable Law to cause the Transactions to be consummated as soon as practicable, including to (i) prepare and make as promptly as practicable and advisable any required submissions and filings with any Governmental Authority (including under applicable Antitrust Laws) with respect to the Transactions, (ii) as promptly as practicable and advisable, furnish information required in connection with such submissions and filings, (iii) keep the other parties reasonably informed with respect to the status of any such submissions and filings, and (iv) promptly obtain and maintain all non-actions, actions, clearances, consents, approvals, waivers, registrations, permits, authorizations, licenses, franchises, permits, exemptions, certificates or other confirmations (collectively, “Authorizations”), in each case, including under applicable Antitrust Laws, from, and promptly deliver all required notices to, any Governmental Authority necessary, proper or advisable under applicable laws and regulations Law to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act Transactions as soon as practicable. Nothing in For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, the Xxxxxxx Act, the HSR Act, the Federal Trade Commission Act, any Foreign Antitrust Laws, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. Notwithstanding anything to the contrary, (i) solely for purposes of this Section 5.4, the term Governmental Authority shall not include the SEC, and (ii) the terms and conditions of this Section 5.4 shall require not apply to any actions in respect of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sellthe SEC (including, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition ofwithout limitation, any assets of PNU, Monsanto actions in connection with filings or their respective Subsidiaries or submissions with the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its SubsidiariesSEC), taken together, after giving effect to the Mergerwhich are addressed in Section 5.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Laboratories Inc)
Reasonable Best Efforts. (a) Subject to Section 7.09 and ------------ ----------------------- the terms and conditions of this Agreementprovided herein, each party will of the Company and Parent shall, and shall cause each of its Subsidiaries to, cooperate and use its their reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to domake, or cause to be donemade, all things filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after including, without limitation, the date hereofCompany's and Parent's reasonable best efforts to obtain, including (i) preparing and filing as promptly as practicable prior to the Closing Date, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orderspermits, registrationsconsents, approvals, authorizations, qualifications and orders of Governmental Authorities (other than with respect to any licenses, permits, Tax rulings consents, approvals, authorizations, qualifications and authorizations orders of any Antitrust Authority which the Company and Parent shall use their best efforts to obtain) and parties to contracts with the Company or Parent, as the case may be, and their respective Subsidiaries as are necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any for consummation of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps in order to comply with applicable Laws; provided however, that except as may otherwise -------- ------- contemplated by this Agreement, no material loan agreement or contract for borrowed money shall be necessary repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to materially increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain all any such material consentsconsent, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation approval or authorization without first obtaining the written approval of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Georgia Pacific Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party of the parties will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance The parties agree that any costs and not in limitation expenses of obtaining such consents, waivers, licenses, registrations, permits, authorizations, orders and approvals shall be borne by the Company, including any costs and expenses related obtaining a consent, waiver or other approval of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant parties to the HSR Act Company's Third Amended and any other Regulatory Law (Restated Investor Rights Agreement, dated April 28, 2000, as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to amended (the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable"Existing Investors' Rights Agreement"). Nothing in this Agreement (including this Section 5.4 6.1) shall require Purchasers to amend any of PNU Transaction Documents or enter into any additional agreements in order to obtain any consents, waivers, licenses, registrations, permits, authorizations, orders and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.approvals contemplated above. 35 41
Appears in 1 contract
Samples: Stock Purchase Agreement (Williams Communications Group Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Closing Date, each party Party will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, the Parties shall cooperate with each party hereto agrees other and use their respective commercially reasonable efforts to make an appropriate filing promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of a Notification all third parties and Report Form pursuant Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Parent shall have the right to review in advance, and, to the HSR Act extent practicable, Company will consult with Parent on, subject to applicable laws relating to the confidentiality of information, all the information relating to the Company and any of its Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. The Parties shall consult with each other Regulatory Law (as defined in Section 5.4(b)) with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated hereby as promptly as practicable after by this Agreement and each Party will keep the date hereof and other apprised of the status of matters relating to supply as promptly as practicable any additional information and documentary material that may completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be requested pursuant deemed to the HSR Act and any other Regulatory Law and require Parent to take all other actions necessary any action, or commit to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require take any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manneraction, or agree to sellany condition or restriction, hold separate in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or otherwise dispose of Governmental Entities, which, in Parent’s reasonable judgment, would be expected to have, individually or conduct their business in the aggregate with any such other actions, a specified manner, or permit the sale, holding separate or other disposition ofmaterially burdensome effect on Parent, any assets of PNU, Monsanto or their respective its significant Subsidiaries or the conduct of their business in Company or a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned materially adverse effect on the Closing or would reasonably be expected anticipated benefits of the transaction to have Parent (a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries“Materially Burdensome Regulatory Condition”), taken together, after giving effect to the Merger.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 6.2, Parent and the Company shall cooperate with each party will other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws Laws to cause the conditions set forth in Annex A and regulations Article VII to be satisfied and to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing hereby as promptly as reasonably practicable, including using reasonable best efforts to prepare and file as promptly as reasonably practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests reports and other documents filings and using reasonable best efforts to obtain as promptly as reasonably practicable all material consents, approvals, registrations, authorizations, waivers, licensesPermits and Orders necessary, orders, registrations, approvals, permits, Tax rulings and authorizations necessary proper or advisable to be obtained from any third party and/or Third Party or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto Party hereby agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after by this Agreement within ten (10) Business Days of the date hereof and of this Agreement, (ii) make all necessary notifications, filings or registrations necessary to obtain any other material Required Antitrust Approvals within ten (10) Business Days of the date of this Agreement, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and or any other Regulatory Law Antitrust Laws and (iv) use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether Antitrust Laws as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would promptly as reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerpracticable.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will Party shall 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 the other Parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods required from, any Governmental Entity, including pursuant to the HSR Act, and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to (i) (x) make as promptly as practicable, and in any event no later than fifteen (15) Business Days from the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and (y) make as promptly as reasonably practicable such other necessary notifications and filings as are required under any other Regulatory Law (as defined in Section 5.4(b)) Merger Control Laws with respect to the transactions contemplated hereby as promptly as practicable after that the date hereof Parties agree are required to be made, and to (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and or any other Regulatory Merger Control Law by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require and any of PNU Merger Control Law and its Subsidiaries to secure any clearances and authorizations under Merger Control Laws on or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit before the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerEnd Date.
Appears in 1 contract
Samples: Sponsor Shareholders Agreement (TAL International Group, Inc.)
Reasonable Best Efforts. (a) Subject to the terms Seller and conditions of this Agreement, each party Purchaser will cooperate and use its their respective reasonable best efforts to take, or cause to be taken, all actions appropriate actions, and to domake, or cause to be donemade, all things filings necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable their respective reasonable best efforts to obtain, prior to the Closing Date, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, ordersPermits, registrationsconsents, approvals, permitsauthorizations, Tax rulings qualifications and authorizations orders of Governmental Authorities and parties to Contracts with Seller as are necessary to consummate the transactions contemplated by the Agreement and to fulfill the conditions to the sale contemplated hereby. The parties will pay or advisable cause to be obtained from paid all of their own fees and expenses contemplated by this Section, including the fees and expenses of any third party and/or broker, finder, financial advisor, legal advisor or similar person engaged by such party. Notwithstanding any Governmental Entity other provision hereof, in no event will Purchaser or Seller or any of their respective Affiliates be required to (a) enter into or offer to enter into any divestiture, hold-separate, business limitation or similar agreement or undertaking in connection with this Agreement or the transactions contemplated hereby, (b) institute or defend any litigation or other legal proceeding, whether judicial or administrative, including seeking to have any stay or temporary restraining order vacated or reversed, or (c) except as contemplated by Section 2.3 hereof, incur any liability or make any payment in connection with any consent or approval required as a condition to Closing pursuant to Article IX in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation Each of the foregoing, each party hereto agrees parties will notify and keep the other advised in reasonable detail as to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined such party's efforts in Section 5.4(b)) complying with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods its obligations under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger8.4.
Appears in 1 contract
Samples: Asset Purchase Agreement (Iteq Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to promptly take, or cause to be taken, all actions actions, and to promptly do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "REQUIRED APPROVALS") and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders Necessary Consents and approvalsthe Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto of Buyer and the Company agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby make, as promptly as practicable after practicable, all necessary filings with Governmental Entities relating to the date hereof and Merger, and, to supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act and any other Regulatory Law such laws or by such Governmental Entities and to take all other actions necessary use reasonable best efforts to cause the expiration receipt of Required Approvals under such other laws or termination of the applicable waiting periods under the HSR Act from such Governmental Entities as soon as practicable. Nothing Notwithstanding anything to the contrary in this Section 5.4 shall require Agreement, neither Buyer nor the Company nor any of PNU and its the Buyer's Subsidiaries or Monsanto and its Subsidiaries shall be required to sell, hold separate (including by trust or otherwise dispose of otherwise) or conduct their business in a specified manner, to divest or agree to sell, hold separate divest any of their respective businesses or otherwise dispose of or conduct their business in a specified mannerassets, or permit the sale, holding separate to take or other disposition of, agree to take any assets of PNU, Monsanto action or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition agree to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would limitation that could reasonably be expected to have a Material Adverse Effect on Newco Buyer (assuming the Merger has been consummated) or to substantially impair the benefits to Buyer, as of the date hereof, to be realized from consummation of the Merger, and its Subsidiaries (including neither Buyer or the Surviving Corporation and its Subsidiaries)Company shall be required to agree to or effect any divestiture, taken together, after giving effect to hold separate any business or take any other action that is not conditional on the consummation of the Merger.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent and the Company each party will shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity governmental entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations. Without limiting the foregoing, Tax rulingseach of Parent and the Company and the Board of Directors of each of Parent and the Company shall use their reasonable best efforts to (x) take all action necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or any of the other Transactions and (y) if any state takeover statute or similar statute or regulation becomes applicable to any of the foregoing, orders take all action necessary so that the Merger and approvalsthe other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the other Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. In furtherance and not in limitation of the foregoing, if required by the HSR Act or other Regulatory Law, Parent, each party hereto agrees to Principal Stockholder and the Company each shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other application or notice required by Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly soon as reasonably practicable after the date hereof and to shall supply as promptly as practicable any additional information and documentary material materials that may be requested pursuant to the HSR Act and shall timely file any other documents, or timely make any appearances, required by Regulatory Law and use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableand any other Regulatory Law. Nothing in this Section 5.4 8.08 shall require any of PNU and its Subsidiaries Parent or Monsanto and its Subsidiaries any Parent Subsidiary or the Company or any Subsidiary to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, of any assets of PNU, Monsanto Parent and the Parent Subsidiaries or their respective the Company and the Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity governmental entity or any other Person or for any other reason, if such sale, holding separate or other disposition or . Parent shall use reasonable best efforts to cause the conduct of their business Amendment to Parent Credit Facilities and the Amendment to Parent Capital Leases to remain in a specified manner is not conditioned on full force and effect from and after the date hereof through the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerDate.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementhereof, each party agrees that it will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereof, including including, without limitation, (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests petitions and other documents filings and to obtain obtaining as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and Agreement, (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, permitspermits and authorizations (including, authorizationswithout limitation, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make making an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply supplying as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take taking all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable), and (iii) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. Nothing in this Section 5.4 7.2 shall require or be construed to require Parent or any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, license, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, license, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUthe Company, Monsanto Parent or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capitol Transamerica Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)5.3(b) below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Riverwood Holding Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will 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 under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests requests, and other documents and to obtain as promptly as practicable all Parent Necessary Consents or Company Necessary Consents, as appropriate, and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "REQUIRED APPROVALS") and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders Necessary Consents and approvalsthe Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto of Parent and the Company agrees (i) to make make, as promptly as practicable, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after hereby, (B) appropriate filings under the date hereof Insurance Laws of the jurisdictions set forth in Section 4.03 of the Parent Disclosure Schedule and of the jurisdictions set forth in Section 5.03 of the Company Disclosure Schedule, and (C) all other necessary filings with other Governmental Authorities relating to the Merger, and, to supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act and any other Regulatory Law such Laws or by such Governmental Authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such Governmental Authorities as soon as practicablepracticable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Nothing Notwithstanding anything to the contrary in this Section 5.4 shall require Agreement, neither Parent nor the Company nor any of PNU and its their respective Subsidiaries or Monsanto and its Subsidiaries shall be required to sell, hold separate (including by trust or otherwise dispose otherwise) or to divest any of their respective businesses or conduct their business in a specified mannerassets, or to take or agree to selltake any action or agree to any limitation, hold separate or otherwise dispose of or conduct their business in a specified mannerany such case, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or that would reasonably be expected to have a Parent Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries)or a Company Material Adverse Effect, taken together, in each case after giving effect to the Merger, or to materially impair the benefits to Parent and the Company expected, as of the date hereof, to be realized from consummation of the Merger, and neither Parent nor the Company shall be required to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the consummation of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Travelers Property Casualty Corp)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each party will of Parent, Purchaser and the Company agrees to use its reasonable best efforts to (i) make promptly its filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, (ii) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing Transactions as promptly as practicable all documentation to effect all necessary applicationspracticable, notices, petitions, filings, tax ruling requests and other documents and including using its reasonable best efforts to obtain as promptly as practicable all any requisite approvals, consents, waivers, licensesauthorizations, orders, registrations, approvals, permits, Tax rulings and authorizations necessary exemptions or advisable to be obtained from waivers by any third party and/or any Governmental Entity Person (provided that in order to consummate respect of Contracts between the Merger Company or any of its Subsidiaries with any third Person, none of the other transactions contemplated by this Agreement Parties shall be required to make or agree to make any material payment or accept any material conditions or obligations) or Governmental Authority in connection with the Transactions and to fulfill the conditions to the Offer and the Merger, and (iiiii) taking all reasonable steps as may not take any action that would be necessary reasonably likely to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsmaterially delay or prevent consummation of the Transactions. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of file a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable (but in no event later than ten (10) Business Days after the date hereof of this Agreement) and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to use its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicablepracticable (and in any event no later than the End Date), including requesting early termination of the HSR Act waiting period. Nothing in this Section 5.4 shall require any In addition, each of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sellthe Company, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing one hand, and Parent and Purchaser, on the other hand, agrees that it shall not extend any waiting period under the HSR Act or would reasonably be expected enter into any agreement with any Governmental Authority not to have a Material Adverse Effect on Newco and its Subsidiaries (including consummate the Surviving Corporation and its Subsidiaries)Transactions contemplated by this Agreement, taken together, after giving effect to except with the Mergerprior written consent of the other.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Packaging Corp of America)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after (including the date hereofOffer and the Merger), including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulingsPermits or orders from all Governmental Authorities or other Persons and, orders and approvalsin the case of Parent, using reasonable best efforts to enforce any remedies available to Parent in the Investors Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant make, or cause to be made (to the HSR Act extent not previously made prior to the date of this Agreement), the filings and any authorizations required under the Other Antitrust Laws of jurisdictions other Regulatory than the United States and under applicable Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby DOE and any other applicable Education Departments and Accrediting Bodies as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act Other Antitrust Laws of jurisdictions other than the United States or other applicable Law with respect to the DOE and any other Regulatory Law applicable Education Departments and Accrediting Bodies and use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act Other Antitrust Laws of jurisdictions other than the United States as soon as practicable. Nothing ; provided that in this Section 5.4 no event shall require any member or other holder of PNU and its Subsidiaries interests in Parent, or Monsanto and its Subsidiaries any Affiliate of any member of Parent, be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, take any action with respect to any portfolio company or agree to sell, hold separate undertake any divestiture or otherwise dispose restrict its conduct with regard to any business other than the business of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation Company and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Laureate Education, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 5.4(a) shall require any of PNU Wxxxxx-Xxxxxxx and its Subsidiaries or Monsanto Agouron and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUWxxxxx-Xxxxxxx, Monsanto Agouron or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco Wxxxxx-Xxxxxxx and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Agouron Pharmaceuticals Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementhereof, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. Nothing in this Section 5.4 8.1 shall require any of PNU the Company and its Subsidiaries or Monsanto Fidelity and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUthe Company, Monsanto Fidelity or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner either (x) is not conditioned on the Closing or (y) would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries)Corporation, taken togetheras a whole, after giving effect to the MergerMerger (any such sale, holding separate or other disposition or conduct of business referred to (x) or (y) shall be referred to herein as a "Burdensome Condition").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations any Applicable Law or Rule to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement; provided, however, that nothing in this Agreement (other than as soon expressly provided for in Section 1.01) shall obligate Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as practicable after it may be extended from time to time). Without limiting the date hereofforegoing, including (i) preparing each of the Company and filing as Purchaser shall use its reasonable best efforts to make promptly as practicable all documentation any required submissions under the HSR Act or any competition filings required under Applicable Law or Rule which the Company or Purchaser determines should be made, in each case, with respect to effect all necessary applications, notices, petitions, filings, tax ruling requests the Offer and other documents the transactions contemplated hereby and (ii) Purchaser and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to obtain as promptly as practicable all be or should be made or consents, waivers, licenses, orders, registrations, approvals, permitspermits or authorizations are required to be or should be obtained under any other U.S. federal, Tax rulings and authorizations necessary state or advisable foreign law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from any third party and/or any Governmental Entity other parties to indentures, loan agreements or other contracts (including joint venture agreements) or instruments material to the Company's business in order to consummate connection with the Merger or any consummation of the other transactions contemplated by this Agreement and (iiB) taking all reasonable steps as may be necessary in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all timely any such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsapprovals or waivers. In furtherance case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and not in limitation directors of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to this Agreement shall take all other actions such necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergeraction.
Appears in 1 contract
Samples: Exchange Offer Agreement (United Pan Europe Communications Nv)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (provided that the Company shall not agree to any material modification to any Material Contract (including, without limitation, any increase in amounts payable under such Material Contract or extension of the term thereof) in connection with obtaining any such consents, clearances, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations without the prior approval of such modification by Parent) and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)6.03(b) below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to use reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of Parent and the Company shall cooperate with each other with respect to obtaining such approval or responding to such administrative or judicial action. Notwithstanding anything to the contrary contained in this Section 5.4 6.03, Parent and Sub shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries have no obligation to sell, (a) hold separate or otherwise dispose of or conduct their business in a specified manner, (or agree to sellhold separate) any portion of the assets of the Company or the Parent or any of their respective affiliates, hold separate (b) conduct the business of the Company or otherwise dispose the Parent or any of or conduct their business respective affiliates in a specified substantially different manner, (c) dispose (or permit the sale, holding separate or other disposition of, agree to dispose) of any assets or businesses of PNU, Monsanto the Company or the Parent or any of their respective Subsidiaries affiliates, (d) defend any litigation commenced by any third party or Governmental Entity against the Company or Parent or any of their respective affiliates, or (e) materially alter the economic or governance rights of Parent's stockholders with respect to Parent (except with respect to the composition of Parent's board of directors, if necessary) or the conduct Company or any of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct respective affiliates and each of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco respective businesses and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerbrands.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Del Laboratories Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Sections 6.2 and 7.3, each party will of the Company, Parent and Sub agrees to use its reasonable best efforts to effect the consummation of the Merger as soon as practicable after the date hereof. Subject to the terms and conditions of this Agreement, without limiting the foregoing, (i) each of the Company, Parent and Sub agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Merger (which actions shall include furnishing all information requested in connection with approvals of or filings with any Person or other Governmental Entity) and shall promptly cooperate with and furnish information to do, each other in connection with any such requests to any of them or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate any of their Subsidiaries in connection with the Merger and (ii) each of the other transactions contemplated by this Agreement as soon as practicable after the date hereofCompany, including (i) preparing Parent and filing as promptly as practicable all documentation to effect all necessary applicationsSub shall, noticesand shall cause its Subsidiaries to, petitions, filings, tax ruling requests and other documents and use its or their reasonable best efforts to obtain as promptly as practicable all consents(and shall cooperate with each other in obtaining) any consent, waiversauthorization, licensesorder or approval of, ordersor any exemption by, registrations, approvals, permits, Tax rulings and authorizations necessary any Governmental Entity or other public or private third Person required or advisable to be obtained from or made by Parent, Sub, the Company or any third party and/or of their Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement. Subject to the terms and conditions set forth in this Agreement, each of the Company, Parent and Sub agrees to make all appropriate filings, notices and registrations with any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) public or private third Person with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and of this Agreement in order to supply as promptly as practicable obtain any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration consent, authorization, order or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified mannerapproval of, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition ofany exemption by, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or other public or private third Person required or advisable to be obtained or made by Parent, Sub, the Company or any other Person or for any other reason, if such sale, holding separate or other disposition of their Subsidiaries in connection with the Merger or the conduct taking of their business in a specified manner is not conditioned on the Closing any action contemplated thereby or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerby this Agreement.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger Applicable Transaction and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Applicable Transaction or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the -58- 68 foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 6.20 shall require any of PNU Parent and its Subsidiaries or Monsanto the Company and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUParent, Monsanto the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such salesales, holding holdings separate of assets or other disposition dispositions or the conduct of their business in a specified manner manner, individually or in the aggregate, is not conditioned on the Closing or would would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on Newco the business, assets, results of operations or condition (financial or otherwise) of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerApplicable Transaction; it being understood, moreover, that Parent and its Subsidiaries shall not be obligated pursuant to this Agreement to take any action that would reasonably likely have a material adverse effect on or with respect to Tennessee Gas Pipeline Company.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement and applicable Laws, each of the Company, Parent and Merger Sub shall (and shall cause their respective Subsidiaries and, with respect to clauses (i) and (ii) of this Section 5.4(a), Affiliates that are required by applicable Law to be a party will to such Regulatory Approval filings or furnish information in connection therewith, to) use its respective reasonable best efforts to, and cooperate with the other parties to, to the extent applicable to such Person, cause the Transactions to be consummated as soon as practicable, including using their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing make promptly all required submissions and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any filings with Governmental Entity in order to consummate the Merger or any Authorities of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) competent jurisdiction with respect to the transactions contemplated hereby Transactions as are required to obtain the Regulatory Approvals, (ii) promptly furnish such information as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant required in connection with such submissions and filings with such Governmental Authorities, including such confidential and proprietary information as required to obtain the HSR Act and Regulatory Approvals; provided that reasonable measures are taken to protect the confidentiality of any other confidential information; provided further that privileged information shall be provided only if the parties shall have entered into an agreement or arrangement as contemplated by Section 5.4(c), (iii) obtain the Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act Approvals as soon as practicable; and (iv) defend any litigation or other administrative or judicial action or proceeding challenging the consummation of any of the Transactions, including to contest and resist and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transactions; provided, however, that, subject to Section 5.4(d), no party shall be required to pay (and, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), none of the Company or its Subsidiaries shall pay or agree to pay) any fee, penalty or other consideration to any third party (other than any filing fees paid or payable to any Governmental Authority) for any consent or approval required for the consummation of the Transactions. Nothing Notwithstanding anything to the contrary contained in this Agreement, all obligations of the Company, Parent and Merger Sub with respect to the Financing or any other financing for the Transactions shall be governed by Section 5.1 and Section 5.14, and not this Section 5.4. The parties shall jointly coordinate the overall development of the positions and strategies taken, information presented and regulatory action requested in any application, notification, filing, submission, meeting or other communication with a Governmental Authority pursuant to this Section 5.4 shall require any of PNU in connection with the Regulatory Approvals; provided that, without limiting Parent’s obligations pursuant to this Section 5.4, the Company and its Subsidiaries shall not, without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or Monsanto and its Subsidiaries to selldelayed), hold separate make any material filing or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from submission with a Governmental Entity Authority pursuant to this Section 5.4 in connection with any non-action, action, clearance, consent, approval or waiver from any other Person or for any other reason, if such sale, holding separate or other disposition or Governmental Authority in connection with the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Talen Energy Supply, LLC)
Reasonable Best Efforts. (a) Subject to Each of the terms and conditions of this Agreement, each party will Parties shall use its all 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 under applicable laws Laws and regulations to consummate and make effective the Merger transactions contemplated hereby, including as promptly as reasonably practicable following the execution and delivery of this Agreement, making the notifications or filings under applicable Antitrust Laws indicated in Annex C-1 and as promptly as reasonably practicable after the Closing, making the notifications or filings under applicable Antitrust Laws indicated in Annex C-2, and, thereafter, furnishing as promptly as reasonably practicable any supplemental information requested in connection therewith by any Antitrust Authority pursuant to any such Antitrust Law. The Parties each shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with their preparation of any filing, registration or declaration that is necessary under the Antitrust Laws and any other Laws. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Antitrust Authority or Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement as soon as practicable after Agreement) in respect of any such filing, registration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by Law, provide the date hereofother Party with copies of any such communications that are in writing). None of the Parties, including any Group Company nor any of their respective Representatives shall independently participate in any meeting, or engage in any substantive communication (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationswritten or verbal), notices, petitions, with any Antitrust Authority or Governmental Authority in respect of any such filings, tax ruling requests and investigation or other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate inquiry without giving the Merger or any other Party prior notice of the meeting and, to the extent permitted by such Antitrust Authority or Governmental Authority and reasonably practicable under the circumstances, the opportunity to attend or participate in such meeting or communication. Notwithstanding anything to the contrary in this Agreement, subject to applicable Law, Alpine shall have the right to direct and implement the required steps and procedures with respect to seeking and obtaining all clearances, approvals or other consents under Antitrust Laws in connection with the consummation of the transactions contemplated by this Agreement hereby and (ii) taking shall take the lead in all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders meetings and approvals. In furtherance and not communications with any Antitrust Authority in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect matter related to the transactions contemplated hereby as promptly as practicable hereby. The foregoing provisions of this Section 5.05(a) shall continue to apply from and after the date hereof and to supply as promptly as practicable Closing until all proceedings under any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Antitrust Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerbeen completed.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger Applicable Transaction and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Applicable Transaction or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 6.20 shall require any of PNU Parent and its Subsidiaries or Monsanto the Company and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUParent, Monsanto the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such salesales, holding holdings separate of assets or other disposition dispositions or the conduct of their business in a specified manner manner, individually or in the aggregate, is not conditioned on the Closing or would would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on Newco the business, assets, results of operations or condition (financial or otherwise) of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerApplicable Transaction; it being understood, moreover, that Parent and its Subsidiaries shall not be obligated pursuant to this Agreement to take any action that would reasonably likely have a material adverse effect on or with respect to Tennessee Gas Pipeline Company.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties hereto and supply the other parties hereto with any information reasonably required in order to effectuate the following, and shall use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly: (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessarythings, proper or advisable under applicable laws and regulations necessary to consummate cause the Merger and conditions to the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from (including any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement required filings under applicable Antitrust Laws); and (ii) taking all reasonable steps as may be necessary to obtain all such material approvals, consents, waivers, licenses, registrations, permits, authorizationsauthorizations and other confirmations (A) required from third parties in connection with the Transactions to any third party from whom any such approval, Tax rulingsconsent or other confirmation is requested and (B) from Governmental Authorities (including the Michigan Office of Financial and Insurance Regulation) necessary, orders and approvalsproper or advisable to consummate the Transactions. In furtherance and not in limitation of the foregoing, as promptly as practicable following the date of this Agreement (and in any event within fifteen (15) Business Days of the date hereof), each party of the parties hereto agrees to shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions, and thereafter respond as promptly as practicable practicable, after consultation with the date hereof and other parties, to supply as promptly as practicable any request for additional information and or documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods made under the HSR Act Act. Except as soon as practicable. Nothing set forth on Section 5.5(a) of the Parent Disclosure Schedule, the Company will have the right to review in this Section 5.4 advance, and Parent shall require consult with the Company in advance, in each case subject to applicable Laws relating to the exchange of information, with respect to all the information relating to the Company or Fremont Insurance that appears in any filing made with, or materials submitted to, any third party or any Governmental Authority by Parent or any of PNU and its Subsidiaries Affiliates relating to this Agreement or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fremont Michigan Insuracorp Inc)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this AgreementAgreement and in accordance with applicable Laws, each party of the parties to this Agreement will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to ensure that the conditions set forth in Article VI are satisfied and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect obtaining all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consentsactions or nonactions, waivers, licenses, orders, registrations, approvals, permits, Tax rulings consents and authorizations approvals from Governmental Entities and making all necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement registrations and (ii) filings and taking all reasonable steps as may be necessary to obtain all such material consentsan approval or waiver from, waiversor to avoid an action or proceeding by, licensesany Governmental Entity, registrations(ii) making, permitsas promptly as practicable, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable not extending any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods period under the HSR Act or entering into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent may not be unreasonably withheld or delayed), (iii) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement (including the placement of legends as soon as practicable. Nothing in this Section 5.4 shall require any contemplated by the Voting Agreement if applicable); provided, however, that without the prior written consent of PNU SibCo 1 (which consent may not be unreasonably withheld or delayed) the Company and its Subsidiaries may not pay or Monsanto and its Subsidiaries commit to sell, hold separate pay any amount of cash or otherwise dispose of or conduct their business in a specified mannerother consideration, or agree incur or commit to sellincur any liability or obligation, hold separate in connection with obtaining such consent, approval or otherwise dispose waiver, (iv) subject to first having used reasonable best efforts to negotiate a resolution of or conduct their business in a specified manner, or permit the sale, holding separate any objections underlying such lawsuits or other disposition legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed, and (v) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerthis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Uici)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 Agreement shall require any of PNU Pfizer and its Subsidiaries or Monsanto Xxxxxx-Xxxxxxx and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUPfizer, Monsanto Xxxxxx-Xxxxxxx or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or or, in the aggregate, would reasonably be expected to have a Material Adverse Effect on Newco Pfizer and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.. (b) Each of Pfizer and Xxxxxx-Xxxxxxx shall, in connection with the efforts referenced in Section 5.4(a) obtain all requisite material approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the "DOJ"), the Federal Trade Commission (the "FTC") or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent appropriate or permitted by the DOJ, the FTC or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, "Regulatory Law" means the Xxxxxxx Act, as amended, Council Regulation No. 4064/89 of the European Community, as amended (the "EC Merger Regulation") the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate (i) foreign investment or (ii) actions having the purpose or effect of monopolization or restraint of trade or lessening of competition. (c) Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Sections 5.4(a) and 5.4(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Pfizer and Xxxxxx-Xxxxxxx shall cooperate in all respects with each other and use its respective reasonable best efforts, including without limitation, selling, holding separate or otherwise disposing of or conducting their business in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct their business in a specified manner or permitting the sale, holding separate or other disposition of, any assets of Pfizer, Xxxxxx-Xxxxxxx or their respective Subsidiaries or the conducting of their business in a specified manner, in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Article VII; provided that the foregoing is subject in all respects to the last sentence of Section 5.4(a). (d) If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of Pfizer and Xxxxxx-Xxxxxxx shall use its reasonable best efforts to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement. 5.5
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 Agreement shall require any of PNU WJ and its Subsidiaries or Monsanto OSI and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUWJ, Monsanto OSI or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or or, in the aggregate, would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wesley Jessen Visioncare Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders Necessary Consents and approvalsthe Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make make, as promptly as practicable, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after (which filing shall be made in any event within 10 Business Days of the date hereof hereof), and (ii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such laws or by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable. Nothing Notwithstanding the foregoing, nothing in this Section 5.4 or the other provisions of this Agreement shall require require, or be deemed to require, (x) CNET or Z-D or any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries to agree to divest or hold separate any business or assets or to effect any such divestiture or action, except in each case that the parties agree after consultation is not material and does not affect any of the contemplated benefits of the Merger, (y) CNET or Z-D or any of their Subsidiaries to agree to any restriction or condition on the conduct of their business or their Subsidiaries' businesses, except in a specified manner, whether as a condition each case that the parties agree after consultation is not material and does not affect any of the contemplated benefits of the Merger or (z) CNET or Z-D to obtaining any approval from a Governmental Entity or take any other Person action if doing so would, individually or for any other reasonin the aggregate, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have result in a Material Adverse Effect on Newco and its Subsidiaries CNET after the Merger. Neither Z-D nor CNET shall take or agree to take any action identified in clause (including the Surviving Corporation and its Subsidiariesx), taken together, after giving effect to (y) or (z) of the Mergerimmediately preceding sentence without the prior written consent of the other party.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulingsPermits or orders from all Governmental Authorities or other Persons and, orders and approvalsin the case of Parent, using reasonable best efforts to enforce any remedies available to Parent in the Investors Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby by this Agreement as promptly as practicable after the date hereof (and in any event within 21 Business Days) and to make, or cause to be made, the filings and authorizations required under the Other Antitrust Laws of jurisdictions other than the United States and under applicable Law with respect to the DOE and any other applicable Education Departments and Accrediting Bodies as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act Act, the Other Antitrust Laws of jurisdictions other than the United States or other applicable Law with respect to the DOE and any other Regulatory Law applicable Education Departments and Accrediting Bodies and use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act or the Other Antitrust Laws of jurisdictions other than the United States as soon as practicable. Nothing ; provided that in this Section 5.4 no event shall require any member or other holder of PNU and its Subsidiaries interests in Parent, or Monsanto and its Subsidiaries any Affiliate of any member of Parent, be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, take any action with respect to any portfolio company or agree to sell, hold separate undertake any divestiture or otherwise dispose restrict its conduct with regard to any business other than the business of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation Company and its Subsidiaries). Without limiting the foregoing, taken together, after giving effect the parties shall request and shall use reasonable best efforts to obtain early termination of the Mergerwaiting period under the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Laureate Education, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 Agreement shall require any of PNU Pfizer and its Subsidiaries or Monsanto Xxxxxx-Xxxxxxx and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUPfizer, Monsanto Xxxxxx- Xxxxxxx or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or or, in the aggregate, would reasonably be expected to have a Material Adverse Effect on Newco Pfizer and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will to this Agreement shall use its reasonable best efforts to take, or cause to be taken, all actions actions, to execute, deliver and file, or cause to be executed, delivered and filed, all documents and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the Merger most expeditious manner practicable, the transactions contemplated hereby (including, in the case of the Company and the other transactions contemplated by this Agreement Shareholder Representative, obtaining the Company Initial Required Shareholder Vote and the Company Further Required Shareholder Vote, as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsdefined below). In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing this Agreement shall use its reasonable best efforts (a) to obtain any required consents, approvals and authorizations from or give any required notices to any Governmental Authority or other third party (it being understood that, following the Company’s initial contact with any third parties whose consents are being sought in connection with the consummation of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof hereby, Parent shall be entitled to participate in all subsequent meetings with any such third parties); and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary (b) to cause the expiration conditions to the Closing set forth in Article VI hereof applicable to such party to be satisfied. Notwithstanding the foregoing, (i) none of Parent, Merger Sub or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries their Affiliates shall be required to give any guarantee or Monsanto and its Subsidiaries pay any fees or other amounts in order to sellobtain any consent, approval or waiver or to consent to any change in the terms of any Material Contract that Parent may reasonably deem to be adverse to the interests of Parent, Merger Sub or the Business; (ii) none of Parent, Merger Sub or any of their Affiliates shall be required to sell or otherwise dispose of, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate sell or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets, categories of assets or businesses; and (iii) none of PNUParent, Monsanto Merger Sub or their respective Subsidiaries or the conduct any of their business in a specified mannerAffiliates shall be required to terminate any existing relationships, whether as a condition contractual rights or obligations to obtaining avoid, prevent or terminate any approval from a action by any Governmental Entity Authority that would restrain, enjoin or any other Person or for any other reason, if such sale, holding separate or other disposition or otherwise prevent consummation of the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergertransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Communications Systems Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each Each party will shall use its reasonable best efforts to take, take or cause to be taken, taken all actions and to do, or do or cause to be done, done all things necessary, proper or advisable under applicable laws to fulfill the conditions to Closing hereunder and regulations to consummate cause the Merger Closing to occur as soon as practicable, including taking all actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing and to cause all other conditions to be satisfied. Each of the parties hereto will furnish to the other party hereto such necessary information and reasonable assistance as such other party may reasonably request in connection with its preparation of necessary filings or submissions to any governmental agency. Buyer and Seller each agree (i) to file any Notification and Report Forms and related material that may be required to be filed with the Federal Trade Commission and the other transactions contemplated by this Agreement United States Department of Justice (the “Department of Justice”) under the HSR Act as soon promptly as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all to use its reasonable steps as may be necessary best efforts to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or early termination of the applicable waiting periods under periods, and (iii) to make any further filings pursuant thereto that may be necessary, proper, or advisable. For purposes of this Section 5.04, the HSR Act “reasonable best efforts” of Buyer shall include (1) opposing any motion or action for a temporary, preliminary or permanent injunction against or other prohibition of the Closing and (2) entering into a consent decree, or other order or other agreement, or giving an assurance, commitment or undertaking, containing Buyer’s agreement to hold separate and divest (pursuant to any terms as soon may be required by an Governmental Authority) the business, products and assets of any product or service lines of the Business or any other business, product line, service lines division or subsidiary of Buyer or any Affiliate of Buyer and otherwise to take such other action as practicable. Nothing may be required by any Governmental Authority, provided, however, that neither the foregoing nor anything else in this Section 5.4 Agreement shall require Buyer to take any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, action or agree to sell, hold separate take or otherwise dispose not to take any action if the taking of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries such action or the conduct of their business in a specified manner, whether as a condition agreement to obtaining take or not to take any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or action would reasonably be expected to have a Material Adverse Effect material adverse effect on Newco and its Subsidiaries the benefits (viewed as a whole) reasonably expected to be derived by Buyer from the transactions contemplated hereby, including any action that would (x) involve a change in or restriction on the Surviving Corporation and its Subsidiariesbusiness, products, assets or operations of the Business, Buyer or any Affiliate of Buyer or (y) involve the disposition (whether by way of sale, lease, license or otherwise), taken togetherbefore or after the Closing, after giving effect to of all or any portion of the Mergerbusiness, products or assets of the Business, Buyer or any Affiliate of Buyer.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided for, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement; provided, however, that nothing in this Agreement as soon as practicable after the date hereofshall obligate Parent, including Sub or any of their respective Subsidiaries or Affiliates to agree (i) preparing to limit or not to exercise any rights of ownership of any securities (including the Company Common Stock), or to divest, dispose of or hold separate any securities or all or any portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or any of its Subsidiaries or (ii) to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and filing as its Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and its Subsidiaries. In connection with and without limiting the foregoing, each of the Company, Parent and Sub shall use its reasonable best efforts to make promptly as practicable all documentation any required submissions under the HSR Act which the Company, Parent and Sub determine should be made, in each case, with respect to effect all necessary applicationsthe transactions contemplated by this Agreement, noticesand Parent, petitions, filings, tax ruling requests Sub and other documents and the Company shall cooperate with one another (I) in promptly determining whether any filings are required to obtain as promptly as practicable all be or should be made or consents, waivers, licenses, orders, registrations, approvals, permitspermits or authorizations are required to be or should be obtained under any other federal, Tax rulings and authorizations necessary state or advisable local law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from any third party and/or any Governmental Entity in order other parties to consummate loan agreements or other contracts or instruments material to the Merger or any business of the other Company and its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement and (iiII) taking all reasonable steps as may be necessary in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all timely any such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsapprovals or waivers. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and case at any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable time after the date hereof Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the parties to this Agreement (or as applicable, their officers and to supply directors) shall take all such necessary action as promptly as practicable any additional information and documentary material that may be requested pursuant to reasonable in the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergercontext thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Capital One Financial Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable laws and regulations to consummate cause the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing conditions to Closing set forth in Article 6 to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain (including any required or recommended filings under applicable Antitrust Laws (as promptly as practicable all consentsdefined below)), waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material approvals, consents, waivers, licenses, registrations, permits, authorizationsauthorizations and other confirmations from any Governmental Authority or third party necessary, Tax rulingsproper or advisable to consummate the transactions contemplated hereby; provided, orders and approvals. In furtherance and not however, that in limitation of the foregoing, each party hereto agrees to make an appropriate filing of obtaining consent or approval from any Person (other than a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)Governmental Authority) with respect to the transactions contemplated hereby hereby, (A) without the prior written consent of Parent, which shall not be unreasonably withheld or delayed, none of the Company nor any of its Subsidiaries shall pay or commit to pay any amount to any Person or incur any liability or other obligation or materially modify any Contract and (B) neither Parent nor Merger Sub shall be required to pay or commit to pay any amount or incur any liability or obligation. For purposes hereof, "Antitrust Laws" means the Xxxxxxx Act, as promptly amended, the Xxxxxxx Act, as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to amended, the HSR Act Act, the Federal Trade Commission Act, as amended, and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from Laws issued by a Governmental Entity Authority that are designed or any other Person intended to prohibit, restrict or for any other reason, if such sale, holding separate regulate actions having the purpose or other disposition effect of monopolization or the conduct restraint of their business in a specified manner is not conditioned on the Closing trade or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerlessening of competition through merger or acquisition.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internet Brands, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable laws and regulations to consummate cause the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing conditions to Closing to be satisfied as promptly as practicable and to consummate, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Laws), and (ii) obtain the approvals, consents, registrations, Permits, authorizations, Liens releases, and other confirmations set forth on Section 5.4(a) of the Company Disclosure Schedule from the Governmental Authority or third party set forth thereon (such approvals, consents, registrations, Permits, authorizations and confirmations, collectively, the “Required Consents”). Each of the parties shall provide the other parties with copies of all filings made by such party with any Governmental Authority and, upon request, any other information supplied by such party to obtain a Governmental Authority in connection with this Agreement and the Transactions. Without limiting the generality of the undertakings pursuant to this Section 5.4, the Company shall use its reasonable best efforts to (x) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (y) if any state takeover statute or similar Law becomes applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate on the Merger or any of the other transactions terms contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary otherwise minimize the effect of such Law on the Transactions. Subject to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoingappropriate confidentiality protections, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant shall furnish to the HSR Act other parties such necessary information and any reasonable assistance as such other Regulatory Law (as defined party may reasonably request in Section 5.4(b)) connection with respect the foregoing. Notwithstanding anything in this Agreement to the transactions contemplated hereby as promptly as practicable after the date hereof and contrary, in no event shall Parent or Merger Sub be obligated to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, propose or agree to sellaccept any undertaking or condition, hold separate or otherwise dispose of or conduct their business in a specified mannerto enter into any consent decree, to make any divestiture, to accept any operational restriction, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or take any other Person or for any other reasonaction that, if such salein the reasonable judgment of Parent, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably could be expected to have a Material Adverse Effect on Newco and (1) limit the right of Parent to own or operate all or any portion of the Company’s business or of Parent to own or operate any portion of their existing businesses or assets, or (2) require Parent or any of Parent’s Subsidiaries to license any of their Intellectual Property Rights or to modify any existing license of their Intellectual Property Rights. In regard to any Governmental Authority, neither the Company nor its Subsidiaries (including shall, without Parent’s prior written consent in Parent’s sole discretion, discuss or commit to any divestiture transaction, or discuss or commit to alter any of their businesses or commercial practices in any way, or otherwise take or commit to take any action that limits Parent’s freedom of action with respect to, or Parent’s ability to retain any of the Surviving Corporation and its Subsidiaries)businesses, taken togetherproduct or service lines or assets of, after giving effect to the MergerCompany or otherwise receive the full benefits of this Agreement.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulingsPermits or orders from all Governmental Authorities (including Gaming Authorities) or other Persons and, orders and approvalsin the case of Parent, using reasonable best efforts to enforce any remedies available to Parent in the Interim Investors Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing make, or cause to be made, the filings and authorizations required under the Other Antitrust Laws of a Notification and Report Form pursuant to jurisdictions other than the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby United States as promptly as reasonably practicable after the date hereof Execution Date and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act Other Antitrust Laws of jurisdictions other than the United States and any other Regulatory Law and use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act Other Antitrust Laws of jurisdictions other than the United States as soon as practicable. Nothing ; provided that in this Section 5.4 no event shall require any shareholder of PNU and its Subsidiaries Parent, or Monsanto and its Subsidiaries any Affiliate of any shareholder of Parent, be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, take any action with respect to any portfolio company or agree to sell, hold separate undertake any divestiture or otherwise dispose restrict its conduct with regard to any business other than the business of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation Company and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kerzner International LTD)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 6.17 shall require any of PNU Parent and its Subsidiaries or Monsanto the Company and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUParent, Monsanto the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such salesales, holding holdings separate of assets or other disposition dispositions or the conduct of their business in a specified manner is manner, individually or in the aggregate, are not conditioned on the Closing or would would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on Newco the business, assets, results of operations or condition (financial or otherwise) of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerMerger (a "Post-Merger Material Adverse Effect"); it being understood that Parent and its Subsidiaries shall not be obligated pursuant to this Agreement to take any action that would reasonably be likely to have a material adverse effect on or with respect to Tennessee Gas Pipeline Company or ANR Pipeline Company and any such material adverse effect shall constitute a "Post-Merger Material Adverse Effect", and that without the consent of Parent, the Company shall not take any action that would reasonably be likely to have a Post-Merger Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (El Paso Energy Corp/De)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and make effective the other transactions contemplated by this Agreement Transactions, as soon as reasonably practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Relevant Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions (including those set forth in Section 7.1(d)(ii) of the Company Disclosure Letter or Section 7.1(d)(ii) of the Parent Disclosure Letter) and (ii) taking all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable after the date hereof and advisable. Each Party agrees to supply supply, as promptly as practicable and advisable, any additional information and documentary material that may be requested pursuant to the HSR Act and or any other Regulatory Law Antitrust Law. In furtherance of and to take all other actions necessary to cause the expiration or termination not in limitation of the foregoing, at the Company’s reasonable request and subject to applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU Law, Parent and its Subsidiaries or Monsanto will use their reasonable best efforts to enter into supplemental indentures with respect to certain notes issued by a Subsidiary of Parent to the extent reasonably necessary to permit Parent and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business remain in a specified manner, or agree compliance with the passive holding company covenant applicable to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, notes after giving effect to the Mergerconsummation of the Transactions (including by approving resolutions to approve such supplemental indenture), provided that the foregoing shall not require Parent or any of its Subsidiaries to enter into any agreement or instrument that would be effective prior to the Closing.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulingsPermits or orders from all Governmental Authorities (including Gaming Authorities) or other Persons and, orders and approvalsin the case of Parent, using reasonable best efforts to enforce any remedies available to Parent in the Interim Investors Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby by this Agreement as promptly as practicable after the date hereof (and in any event within 10 Business Days) and to make, or cause to be made, the filings and authorizations required under the Other Antitrust Laws of jurisdictions other than the United States as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or the Other Antitrust Laws of jurisdictions other than the United States and any other Regulatory Law and use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act or the Other Antitrust Laws of jurisdictions other than the United States as soon as practicable. Nothing ; provided that in this Section 5.4 no event shall require any shareholder of PNU and its Subsidiaries Parent, or Monsanto and its Subsidiaries any Affiliate of any shareholder of Parent, be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, take any action with respect to any portfolio company or agree to sell, hold separate undertake any divestiture or otherwise dispose restrict its conduct with regard to any business other than the business of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation Company and its Subsidiaries). Without limiting the foregoing, taken together, after giving effect the parties shall request and shall use reasonable best efforts to obtain early termination of the Mergerwaiting period under the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kerzner International LTD)
