Common use of Antitrust Approvals Clause in Contracts

Antitrust Approvals. Nestlé and Xxxxxxxxx will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particular, (i) each of Nestlé and Xxxxxxxxx will, unless otherwise agreed between the Parties, retain separate counsel to represent each Shareholder in making joint filings to the relevant competition authorities with respect to the Antitrust Approvals and (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required for such filings and any additional information as may be required to respond to any requests for information by any competition authorities, provided that neither Party shall be required to provide the other Party with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns under the previous sentence. Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayed.

Antitrust Approvals. Nestlé (a) Parent, Purchaser and Xxxxxxxxx will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particular, Company shall: (i) each of Nestlé as promptly as practicable but in no event later than the tenth (10th) Business Day following the date hereof, take all actions necessary to file or cause to be filed any notification and Xxxxxxxxx will, unless otherwise agreed between report required to be filed under the Parties, retain separate counsel to represent each Shareholder HSR Act in making joint filings to connection with this Agreement and the relevant competition authorities with respect to the Antitrust Approvals and transactions contemplated hereby; (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required use their reasonable best efforts to respond as promptly as reasonably practicable to any inquiries received from any Governmental Authority for such filings and any additional information or documentation, to respond as may be required promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with any applicable Antitrust Laws, and will use their respective reasonable best efforts to respond to any requests for information issues which may be raised by any competition authorities, provided that neither Party shall be required to provide the other Party with Governmental Authority having jurisdiction over any confidential information or business secrets. To the extent legally permissible and applicable Antitrust Laws; (iii) subject to the protection of confidentiality in accordance Applicable Law, consult and cooperate with the previous sentenceCompany, each Party will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree coordinate with the other Party regarding the initiation party with respect to its filings and contents of will cooperate to prevent inconsistencies between their respective filings and any communication other submissions, communications or correspondence with the competent authority prior any Governmental Authority, and will furnish to such communication being made, (iii) promptly provide each other with copies of any communication received or sent such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under any proceeding Antitrust Laws; and (iv) give to the extent that it does not constitute a Material Adverse Effect on the Company (for purposes of this Section 6.13(a) only, clause (4) of the definition of “Material Adverse Effect” shall be inapplicable), agree to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers that may be required by any Governmental Authority, so as to enable the Parent, Purchaser and the Company to close the transactions contemplated by this Agreement as soon as practicable (and in any event no later than the Termination Date, including (A) executing settlements, undertakings, consent decrees, stipulations, or other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls agreements with any competition authoritiesGovernmental Authority (or with any private party, providedbut only in this later case, however, that materials may be edited to remove information if necessary in order to comply vacate, lift, reverse, overturn, settle, or otherwise resolve any decree, judgment, injunction, or other order that prevents, prohibits, restricts, or delays the consummation of the transactions contemplated by this Agreement that may be issued by any court or other Governmental Authority in favor of that third party), (B) selling, divesting, holding separate, licensing, or otherwise conveying particular assets or categories of assets or businesses of Parent, Purchaser and the Company or their respective Affiliates, and (C) agreeing to any conduct provisions or agreeing to sell, divest, hold separate, license, or otherwise convey any particular assets or categories of assets or businesses of Parent, Purchaser and the Company or their respective Affiliates contemporaneously with Applicable Laws and confidentiality and business secrets concerns under or subsequent to the previous sentenceClosing. Neither Shareholder may withdraw filings None of Parent, Purchaser or any of their Affiliates shall be required, in connection with the competition authorities matters covered by this Section 6.13, to (i) waive any of the conditions to this Agreement set forth in Article VII, or (ii) to agree to any restrictions on the conduct of their existing or future business activities (including the Business) or to divest or agree with such authorities to divest or surrender control of any of their current or future assets or businesses in order to obtain any consents or approvals of any Governmental Authority or to otherwise remove any impediments to the consummation of the transactions contemplated by this Agreement if so doing would result in a Material Adverse Effect on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayedCompany.

Antitrust Approvals. Nestlé and Xxxxxxxxx will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particularThe Parties have, (i) each of Nestlé and Xxxxxxxxx will, unless otherwise agreed between the Parties, retain separate counsel to represent each Shareholder in making joint filings prior to the relevant competition authorities date of this Agreement filed, or cause to be filed by their respective “ultimate parent entities,” with the FTC and the DOJ the notifications and other information (if any) required to be filed under the HSR Act with respect to the Antitrust Approvals transactions contemplated in this Agreement and (ii) the Parties Transaction Documents. The ITI Entities and Sellers shall furnish on a counsel-to-counsel basis only all information required for promptly proceed to prepare and file with the Relevant Competition Authority such filings and any additional information requests, reports or notifications as may be required or, in the opinion of the ITI Entities or Sellers, advisable, in connection with this Agreement. With respect to respond each of the above filings, the Parties shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters including by permitting counsel for the other to review in advance, and consider in good faith the views of the other in connection with any such filings or any proposed written communication with any Relevant Competition Authority and by providing counsel for the other with copies of all filings and submissions made by such Party and all correspondence between such Party (and its advisors) with any Relevant Competition Authority and any other information supplied by such Party and such Party’s Affiliates to a Governmental Authority or received from such a Governmental Authority in connection with the transactions contemplated by this Agreement; provided, however, that (a) materials may be redacted before being so provided (i) to remove (A) references concerning the valuation of Sellers or any of the Related Entities, and (B) individual customer pricing information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to avoid disclosure of other competitively sensitive information or to address reasonable privilege or confidentiality concerns, (b) copies of documents filed by a Party pursuant to Item 4(c) of the Notification and Report Form filed with the FTC and the DOJ shall not be required to be provided to any requests for information by any competition authoritiesother Party, provided that neither and (c) no Party shall be required to provide supply the other (or its counsel) with copies (or in case of oral presentations, a summary) of any information, documents or materials to the extent that any Law requires such Party to restrict or prohibit access to any such properties or information. The ITI Entities shall be solely responsible for payment all fees and expenses (other than Sellers’ and Xxxx Members’ legal, accounting, consulting and internal costs) of filings under the HSR Act and with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls with any competition authorities, Relevant Competition Authority; provided, however, that materials may if the Closing occurs, Sellers shall reimburse the ITI Entities for ½ of the filing fee (without regard to any of the legal, accounting, consulting or preparation fees and expenses incurred by the ITI Entities) paid by the ITI Entities to the Relevant Competition Authority, which reimbursement shall be edited made as an adjustment to remove information if necessary the Purchase Price. In the event an administration action or suit is threatened or instituted challenging the transactions contemplated by this Agreement as violative of the HSR Act, as amended, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended or any other federal, state or foreign law or regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of foreign ownership, monopolization or restraint of trade (collectively, “Antitrust Laws”), the Parties shall use their reasonable efforts to resolve such administrative action or suit. The Parties agree to cooperate in order good faith and jointly determine the strategy and coordinate all activities with respect to comply seeking any actions, consents, approvals or waivers of any Governmental Authority as contemplated by this Section 6.4. Notwithstanding the foregoing, no Party shall be required take any action with Applicable respect to satisfying any Antitrust Laws which would bind such Party irrespective of whether the Closing occurs. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.4 shall require, or be construed to require, a Party to take or to refrain from taking any action, to agree to any disposition or restriction with respect to any assets or operations of such Party or any of its Affiliates, or to cause any of its Affiliates to do or agree to do any of the foregoing. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.4 shall limit a Party’s right to terminate the Agreement pursuant to Section 10.1(c) or Section 10.1(d) so long as such Party has until such date complied in all material respects with its obligations under this Section 6.4. Each of the ITI Entities and confidentiality and business secrets concerns Sellers agree to request early expiration or termination of the waiting or notice periods under the previous sentence. Neither Shareholder may withdraw filings HSR Act or other Antitrust Laws with the competition authorities or agree with respect to such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayedtransactions contemplated hereby.

Antitrust Approvals. Nestlé (a) Each of Purchaser and Xxxxxxxxx will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particularSeller shall, and Seller shall cause Xxxxx Holdings to, (i) make or cause to be made all filings required of each of Nestlé and Xxxxxxxxx will, unless otherwise agreed between them or any of their respective Affiliates under the Parties, retain separate counsel to represent each Shareholder in making joint filings to the relevant competition authorities Antitrust Laws with respect to the Antitrust Approvals and transactions contemplated hereby as promptly as practicable and, in any event, within fifteen (15) Business Days after the date of this Agreement, (ii) comply at the Parties earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective subsidiaries from the Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, responding to any reasonable requests for copies of all such documents to the non-filing parties before filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each such party shall use its best efforts to furnish on a counsel-to-counsel basis only to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 6.4 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, and the recipient shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other representatives of the recipient or their Affiliates, unless express written permission is obtained in advance from the source of the materials. Each such party shall promptly inform the other party hereto of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings and or any additional information as may be required to respond to such transaction. No party hereto shall independently participate in any requests for information by formal meeting with any competition authoritiesGovernmental Body in respect of any such filings, provided that neither Party shall be required to provide investigation, or other inquiry without giving the other Party with any confidential information or business secrets. To party hereto prior notice of the meeting and, to the extent legally permissible and subject permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the protection of confidentiality in accordance with the previous sentence, each Party parties hereto will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree cooperate with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent one another in connection with any proceeding analyses, appearances, presentations, memoranda, briefs, arguments, opinions and (iv) give each other and their respective advisors the opportunity proposals made or submitted by or on behalf of any party hereto relating to participate in all meetings, conferences and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns proceedings under the previous sentenceHSR Act or other Antitrust Laws. Neither Shareholder may withdraw Purchaser shall pay all filing fees in connection with all filings with under the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayedAntitrust Laws.

Antitrust Approvals. Nestlé With respect to each proposed purchase of Second Closing Shares, Third Closing Shares or Additional Shares, Gilead shall determine, in its sole discretion, whether any Antitrust Approvals will or may be required in connection with the proposed purchase of Shares, and Xxxxxxxxx will shall hold the Company harmless from any claim that any purchase was made without a required Antitrust Approval. Upon Gilead’s request, including any such request made prior to delivery of an Additional Shares Purchase Notice, the Company shall promptly provide Gilead with information and assistance as may be reasonably necessary for Gilead to make such determination. If Gilead determines that Antitrust Approvals are or may be required (or if additional information is necessary for Gilead to make such a determination), Gilead shall so notify the Company in writing (together with the delivery of an Additional Shares Purchase Notice, if applicable) and the parties shall provide each other promptly with information and assistance as may be reasonably necessary and use reasonable endeavors efforts, in each case, promptly to prepare such documents as are necessary to ensure obtain all required Antitrust Approvals for the satisfaction consummation of the applicable Closing and the transactions contemplated thereby and shall keep each other apprised of the status of any communications with, and any inquiries or requests for information from, the Federal Trade Commission (“FTC”), Department of Justice (“DOJ”) and any other applicable Antitrust Approvals Authority and shall respond promptly to any such inquiry or request; provided that neither party shall be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets, consent to any other structural or conduct remedy or otherwise restrict or limit its or its Affiliates’ freedom of action. Each party shall cooperate with the other and use reasonable efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of any applicable waiting period under Antitrust Laws. Such reasonable efforts and cooperation shall include: (a) keeping each other promptly informed of all communications with and providing copies of all written communications, from and to any Antitrust Authority, and sharing drafts of written submissions to any Antitrust Authority in advance of submission and taking comments of the other into account in good faith; however, the parties may redact submissions for privilege and the parties also may request that distribution of submissions be limited to outside counsel only and (b) conferring with each other regarding contacts with and responses to, and permitting the other to participate in all meetings and video conferences or substantive telephone conversations with, to the extent not prohibited by, the FTC, DOJ or other any other Antitrust Authority; provided that subject to its undertakings and obligations under this Section 2.4 to take into consideration in good faith the Company’s views, suggestions and comments regarding the strategy to be pursued for obtaining all required Antitrust Approvals, Gilead shall lead the strategy to obtain all such approvals, and if there is a dispute between Gilead and the Company, the final determination as soon as reasonably practicableto the appropriate course of action shall be made by Gilead. In particularEach Party shall be responsible for its own costs and expenses associated with obtaining any required Antitrust Approvals, but (i) each Gilead shall be responsible for payment of Nestlé and Xxxxxxxxx will, unless otherwise agreed between the Parties, retain separate counsel all fees to represent each Shareholder in making joint filings to the relevant competition authorities any Antitrust Authority with respect to antitrust filings made pursuant to the Antitrust Approvals HSR Act or foreign antitrust law, and (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required for such filings and any additional information as may be required to respond to any requests for information by any competition authorities, provided that neither Party shall be required to provide the other Party with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns under the previous sentence. Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayed[***].

Antitrust Approvals. Nestlé (a) Purchaser and Xxxxxxxxx Sellers will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particular, (i) make or cause to be made all filings required of each of Nestlé and Xxxxxxxxx will, unless otherwise agreed between them or any of their respective Affiliates under the Parties, retain separate counsel to represent each Shareholder in making joint filings to the relevant competition authorities HSR Act or other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within 10 Business Days after the entry of the Bidding Procedure Order in the case of all filings required under the HSR Act and within four weeks in the case of all other filings required by other Antitrust Approvals and (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required for such filings and any additional information as may be required to respond to any requests for information by any competition authorities, provided that neither Party shall be required to provide the other Party with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authoritiesLaws, (ii) consult comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents or other materials received by each of them or any of their respective subsidiaries from Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) or any other Governmental Body in respect of such filings or such transactions, and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide cooperate with each other with copies of any communication received or sent in connection with any proceeding such filing (including, to the extent permitted by applicable Law and (ivsubject to reasonable confidentiality considerations, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) give each and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Subject to applicable Law, the Parties hereto will consult and their respective advisors the opportunity to participate cooperate with one another in all meetings, conferences and telephone calls connection with any competition authoritiesanalyses, providedappearances, howeverpresentations, that materials may be edited memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto relating to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns proceedings under the previous sentenceHSR Act or other Antitrust Laws. Neither Shareholder may withdraw filings with Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the competition authorities or agree with such authorities on other under this Section 8.16 as “outside counsel only.” Such materials and the extension of any examination period without information contained therein will be given only to the express prior consent outside legal counsel of the other Shareholder, which shall recipient and will not be unreasonably withheld disclosed by such outside counsel to employees, officers or delayeddirectors of the recipient, unless express written permission is obtained in advance from the source of the materials (Sellers or Purchaser, as the case may be).