Common use of Antitrust Matters Clause in Contracts

Antitrust Matters. Each of the Company and Parent agrees to file all appropriate notifications and filings pursuant to the HSR Act or any applicable foreign antitrust and competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, but in any event within ten (10) Business Days after the date hereof and shall use their commercially reasonable efforts to supply promptly any additional information and documentary material that may be requested of such party by the relevant Governmental Authorities in connection with the HSR Act or any applicable foreign antitrust and competition laws. Parent shall pay the filing fees associated with the HSR filings. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or foreign antitrust Governmental Authority in connection with the Contemplated Transactions unless it consults with the other party in advance, if at all possible, and, to the extent not prohibited by such antitrust Governmental Authority, gives the other party the opportunity to attend and participate. To the extent permitted by applicable law and subject to all applicable privileges, including the attorney-client privilege, the Company and Parent will supply each other with copies of all correspondence, filings or communications with antitrust Governmental Authorities, with respect to the Contemplated Transactions; provided, that to the extent any of the documents or information are commercially or competitively sensitive, the Company or Parent, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of its client with any antitrust Governmental Authority). Notwithstanding the foregoing or anything to the contrary set forth in this Section 7.4 or elsewhere in this Agreement, it is expressly understood and agreed that Parent shall not be required to agree to any sale, divestiture or disposition by Purchaser or any of its Affiliates, of any shares of capital stock, membership interests or any other equity interests or of any business, assets, or property, or the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties, stock, membership interests, or other equity interests.

Antitrust Matters. Each Subject to the provisions of this Agreement, the Company and Parent agrees to file all appropriate notifications and filings pursuant to the HSR Act or any applicable foreign antitrust and competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, but in any event within ten shall (10i) Business Days after the date hereof and shall use their commercially reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals; and (ii) supply to any Governmental Entity as promptly as practicable any additional information and documentary material or documents that may be requested pursuant to any applicable Law or by such Governmental Entity. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of such the other party by the relevant Governmental Authorities in connection with the HSR Act or with, any applicable foreign antitrust and competition laws. Parent shall pay the filing fees associated with the HSR filingsproposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or foreign antitrust Governmental Authority Entity in connection with the Contemplated Transactions proposed Merger or the other transactions contemplated hereby unless it consults with the other party in advance, if at all possible, advance and, to the extent not prohibited by such antitrust Governmental AuthorityEntity, gives the other party the opportunity to attend and participate. To Subject to and in furtherance and not in limitation of the extent permitted by applicable law and subject to all applicable privilegescovenants of the parties contained in this Section 6.5(e), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the attorney-client privilegeMerger or any other transaction contemplated by this Agreement as violative of any applicable Law, each of the Company and Parent will supply shall cooperate in all respects with each other with copies of all correspondenceand Parent shall use commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, filings lifted, reversed or communications with antitrust Governmental Authoritiesoverturned any decree, with respect to the Contemplated Transactions; providedjudgment, injunction or other order, whether temporary, preliminary or permanent, that to the extent any is in effect and that prohibits, prevents or restricts consummation of the documents or information are commercially or competitively sensitive, the Company or Parent, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of its client with any antitrust Governmental Authority). Notwithstanding the foregoing or anything to the contrary set forth in this Section 7.4 or elsewhere in this Agreement, it is expressly understood and agreed that Parent shall not be required to agree to any sale, divestiture or disposition by Purchaser or any of its Affiliates, of any shares of capital stock, membership interests Merger or any other equity interests or of any business, assets, or property, or the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties, stock, membership interests, or other equity intereststransactions contemplated hereby.

Antitrust Matters. Each of the Company and Parent agrees to file all appropriate notifications and filings pursuant to the HSR Act or any applicable foreign antitrust and competition laws with respect to the Contemplated Transactions in the most expeditious manner The Buyer shall, as promptly as practicable, but in no event later than [***] following the execution and delivery of this Agreement, make the filing with the Anti-Trust Authority [***] (the “Required Antitrust Filing”). The Acquired Companies and the Sellers shall furnish to Buyer such necessary information and reasonable assistance as Buyer may request in connection with its preparation of any event within ten (10) Business Days after filing or submission that is necessary in connection with the date hereof and Required Antitrust Filing. Buyer shall use their commercially reasonable efforts to supply promptly respond to any request for additional information made in response to such Required Antitrust Filing or in information requests made by any such Anti-Trust Authority, and documentary material that may be the Acquired Companies and the Sellers shall provide Buyer with such information and other assistance as reasonably requested of such party by the relevant Governmental Authorities Buyer in connection therewith. The Parties shall promptly keep each other apprised of any communications with, and inquiries or requests for additional information from, the Anti-Trust Authority, shall comply with any inquiry or request made thereby, and shall cooperate to the HSR Act extent reasonable under the circumstances in complying with any inquiry or any applicable foreign antitrust and competition lawsrequest made thereby. Parent shall pay [***] be responsible [***] the filing fees associated in respect of the Required Antitrust Filing. Buyer shall have the right to direct the strategy of the parties in a manner consistent with the HSR filings. Each terms of the Company and Parent agrees not to participate this Agreement in any substantive meeting communications, meetings or discussion, either in person or by telephone, proceedings with any United States or foreign antitrust Governmental the Anti-Trust Authority in connection with the Contemplated Transactions unless it consults with expiry or consummation of any waiting period (including any extension thereof) applicable to the other party consummation of the transactions contemplated hereby under the competition Laws of the countries that are the subject of the Required Antitrust Filing. Notwithstanding anything to the contrary in advancethis Agreement, if at all possible(a) neither Buyer nor any Acquired Company shall be under any obligation to (and no Acquired Company shall without the prior written consent of Buyer) litigate before or with, andor contest any order or decree, or defend against any such actions or proceedings commenced by the Anti-Trust Authority in respect of applicable antitrust and competition Laws, and (b) neither Buyer nor any of its Affiliates shall be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action that could be expected to in any way limit (i) the extent not prohibited by such antitrust Governmental Authority, gives the other party the opportunity to attend and participate. To the extent permitted by applicable law and subject to all applicable privileges, including the attorney-client privilege, the Company and Parent will supply each other with copies freedom of all correspondence, filings action of Buyer or communications with antitrust Governmental Authorities, its Affiliates with respect to the Contemplated Transactions; providedoperation of, that or Buyer’s or its subsidiaries’ or Affiliates’ ability to retain, the extent Acquired Companies or any businesses, product lines or assets of the documents any Acquired Company, (ii) the ability to retain, own or information are commercially operate any portion of the businesses, product lines, or competitively sensitiveassets, the Company or Parent, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of its client with any antitrust Governmental Authority). Notwithstanding the foregoing or anything to the contrary set forth in this Section 7.4 or elsewhere in this Agreement, it is expressly understood and agreed that Parent shall not be required to agree to any sale, divestiture or disposition by Purchaser Buyer or any of its Affiliates, or (iii) alter or restrict in any way the business or commercial practices of any shares of capital stockAcquired Company, membership interests Buyer or any other equity interests or of any businessits Affiliates; provided, assets, or property, or that in no event shall the imposition of any limitation on the ability of Acquired Company to take any of them the actions contemplated by this clause (b) without the prior written consent of Buyer. Buyer shall provide Seller 1 and the Sellers’ Representative with a reasonable period of time to conduct their businesses review and comment on all submissions, notifications, filings and other material communications to the Anti-Trust Authority prior to the submission thereof and shall consider in good faith any reasonable comments from Seller 1 and the Sellers’ Representative thereto. Where permitted by the Anti-Trust Authority, Buyer shall use reasonable efforts to allow reasonable persons nominated by Seller 1 and the Sellers’ Representative to attend all meetings and participate in all material telephone or other material conversations with the Anti-Trust Authority. Should Buyer make an antitrust filing after the Closing [***] the Sellers shall furnish to own or exercise control Buyer such necessary information and provide such reasonable assistance as Buyer may reasonably request in connection with its preparation of such assetspost-close filing and/or in connection with any request for additional information or inquiry made in response to such filing by the relevant Indonesian competition authorities, propertiesand the Sellers shall otherwise cooperate with Buyer to the extent reasonable in the circumstances in relation to any such filing, stock, membership interests, inquiry or other equity interestsrequest.

Antitrust Matters. Each of the Company and Parent the Buyer agrees to file all appropriate notifications and filings pursuant to the HSR Act or any applicable foreign non-U.S. antitrust and competition laws with respect to the Contemplated Transactions in the most expeditious manner practicablereasonably practicable (and, but in any event as to the HSR Act, within ten (10) Business Days after the date hereof hereof) and shall use their commercially reasonable efforts to supply promptly any additional information and documentary material that may be requested of such party by the relevant Governmental Authorities in connection with the HSR Act or any applicable foreign non-U.S. antitrust and competition laws. Parent Each of the Company and the Buyer agrees to use its reasonable best efforts to obtain early termination of the waiting period under the HSR Act. The Buyer agrees to take, and to cause its Affiliates to take, any and all steps necessary to avoid or eliminate as soon as possible each and every impediment under the HSR Act or any applicable non-U.S. antitrust and competition laws that may be asserted by any U.S. or non-U.S. governmental antitrust authority so as to enable the parties to expeditiously consummate the Transactions. Notwithstanding the foregoing, however, nothing in this Section 8.4.1 or otherwise in this Agreement shall require the Buyer or any of its Affiliates (a) to propose, negotiate, effect, or agree to, the sale, divestiture, license, or other disposition of any assets or businesses of the Buyer, of any of its Affiliates or of the Company, or to take any other action that limits the freedom of action with respect to, or its ability to retain any of the businesses, product lines or assets of the Buyer, any of its Affiliates or the Company, (b) to respond to a request for additional information or documentary material issued by the U.S. Federal Trade Commission or the U.S. Department of Justice pursuant to the HSR Act in connection transactions contemplated by this Agreement, which request extends the waiting period under the HSR Act until 30 days after both parties have substantially complied with such request, or (c) to institute any legal proceeding against any U.S. or non-U.S. governmental antitrust authority. The Buyer shall pay the all filing fees associated with the HSR filingsfilings and any applicable non-U.S. antitrust and competition Legal Requirements. Each of the Company and Parent the Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States U.S. or foreign non-U.S. governmental antitrust Governmental Authority authority in connection with the Contemplated Transactions unless it consults with the other party in advance, if at all possible, and, to the extent not prohibited by such governmental antitrust Governmental Authorityauthority, gives the other party the opportunity to attend and participate. To the extent permitted by applicable law and subject to all applicable privileges, including the attorney-client privilege, the The Company and Parent the Buyer will supply each other with copies of all correspondence, filings or communications with governmental antitrust Governmental Authorities, authorities with respect to the Contemplated Transactions, and in the case of communications from a party to a governmental antitrust authority shall do so in advance, with a reasonable opportunity for review and comment thereon and for such review and comments to be considered in good faith; provided, however, (a) that to the extent any of the documents or information are commercially or competitively sensitive, the Company or Parentthe Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding and agreement that such antitrust counsel shall not share such documents and information with its client client, and (although such antitrust counsel may use such b) that neither party shall be required to produce documents and or information relating to its valuation of the Acquired Securities or the Company. Notwithstanding anything in advocating this Agreement to the contrary, the Buyer shall, on behalf of its client with any antitrust Governmental Authority). Notwithstanding the foregoing or anything parties, control and lead all communications and strategy relating to the contrary set forth in this Section 7.4 or elsewhere in this AgreementAntitrust Laws and litigation matters relating to antitrust and competition Legal Requirements, it is expressly understood subject to good faith consultations with the Company and agreed that Parent shall not be required to agree the inclusion of the Company at meetings with Governmental Authorities with respect to any sale, divestiture or disposition by Purchaser or any of its Affiliates, of any shares of capital stock, membership interests or any other equity interests or of any business, assets, or property, or discussion related to the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties, stock, membership interests, or other equity interestsTransactions under antitrust and competition Legal Requirements.

Antitrust Matters. Each of the Company and Parent the Buyer agrees to file all appropriate notifications and filings pursuant to the HSR Act or any within [REDACTED] Business Days after the date hereof and to file all appropriate and applicable foreign notifications and filings pursuant to non-U.S. antitrust and competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, but in any event within ten (10) Business Days after the date hereof practicable and shall use their commercially reasonable efforts to supply promptly any additional information and documentary material that may be reasonably requested of such party by the relevant Governmental Authorities in connection with the HSR Act or any applicable foreign non-U.S. antitrust and competition laws. Parent Each of the Company and the Buyer agree to request early termination of the waiting period under the HSR Act. Notwithstanding anything in this Section 8.4 to the contrary, the Buyer shall not have any obligation (x) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of the Buyer, any of its Subsidiaries (including the Company after the Closing) or their Affiliates or (y) otherwise to take or commit to take any actions that would limit the freedom of the Buyer, its Subsidiaries (including the Company after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets. The Buyer shall pay the filing fees associated with the HSR filingsfilings and any applicable non-U.S. antitrust and competition Legal Requirements. Each of the Company and Parent the Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States U.S. or foreign non-U.S. governmental antitrust Governmental Authority authority in connection with the Contemplated Transactions unless it consults with the other party in advance, if at all possible, and, to the extent not prohibited by such governmental antitrust Governmental Authorityauthority, gives the other party the opportunity to attend and participate. To Subject to Legal Requirements relating to the extent permitted by applicable law and subject to all applicable privileges, including the attorney-client privilegesharing of information, the Company and Parent will the Buyer will, to the extent practicable, supply each other with copies of all material correspondence, filings or communications with governmental antitrust Governmental Authorities, authorities with respect to the Contemplated Transactions, and in the case of communications from a party to a governmental antitrust authority shall do so in advance, with a reasonable opportunity for review and comment thereon; provided, however, that to the extent any of the documents or information are commercially or competitively sensitive, the Company or Parentthe Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding and agreement that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of its client with any antitrust Governmental Authority). Notwithstanding the foregoing or anything to the contrary set forth in this Section 7.4 or elsewhere in this Agreement, it is expressly understood and agreed that Parent shall not be required to agree to any sale, divestiture or disposition by Purchaser or any of its Affiliates, of any shares of capital stock, membership interests or any other equity interests or of any business, assets, or property, or the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties, stock, membership interests, or other equity interestsclient.

Antitrust Matters. Each of (a) Subject to the Company terms and Parent conditions set forth in this Agreement, each Party and the Sellers’ Representative agrees to file all (i) make, or cause to be made, appropriate notifications filings of Notification and filings Report Forms pursuant to the HSR Act or any applicable foreign antitrust and competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, but transactions contemplated hereby as promptly as practicable (and in any event within ten five (105) Business Days Days) after the date hereof hereof, and shall to request and use their commercially reasonable efforts to obtain, early termination of the waiting period under the HSR Act, (ii) make, or cause to be made, all filings required of each of them or any of their respective Affiliates under the other Antitrust Laws as promptly as practicable after the date hereof, and (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested of such party by the relevant Governmental Authorities in connection with pursuant to the HSR Act or any applicable foreign antitrust and competition lawsother Antitrust Laws. Parent and the Sellers shall pay the each be responsible for one-half of all filing fees associated with under the HSR filingsAct and under any other Antitrust Laws applicable to the Transaction. Each of Notwithstanding anything in this Agreement to the Company and Parent agrees not contrary, the Parties shall use their reasonable best efforts to participate in resolve objections, if any, as may be asserted by any substantive meeting or discussion, either in person or by telephone, with any United States or foreign antitrust Governmental Authority in connection with the Contemplated Transactions unless it consults with the or any other party in advance, if at all possible, and, to the extent not prohibited by such antitrust Governmental Authority, gives the other party the opportunity to attend and participate. To the extent permitted by applicable law and subject to all applicable privileges, including the attorney-client privilege, the Company and Parent will supply each other with copies of all correspondence, filings or communications with antitrust Governmental Authorities, Party with respect to the Contemplated Transactionstransactions under any applicable Law so as to enable the Parties to close the Transactions contemplated hereby as promptly as practicable, and in any event prior to the Closing Date; provided, however, that in no event shall Parent or Merger Sub be required to: (1) propose, negotiate, commit to the extent any of the documents or information are commercially effect, by consent decree, hold separate order or competitively sensitiveotherwise, the Company or Parent, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of its client with any antitrust Governmental Authority). Notwithstanding the foregoing or anything to the contrary set forth in this Section 7.4 or elsewhere in this Agreement, it is expressly understood and agreed that Parent shall not be required to agree to any sale, divestiture or disposition by Purchaser of businesses, product lines or assets of the Company, Parent or Merger Sub, (2) terminate any existing relationships, contractual rights or obligations of its Affiliatesthe Company, of any shares of capital stock, membership interests Parent or any other equity interests or of any business, assetsMerger Sub, or property(3) otherwise take or commit to take actions that would limit the Company’s, Parent’s or their respective Affiliates’, freedom of action with respect to, or its ability to retain, one or more of the imposition businesses, product lines or assets of any limitation on the ability of any of them to conduct their businesses Company, Parent or to own or exercise control of such assets, properties, stock, membership interests, or other equity interestsMerger Sub.

Antitrust Matters. Each of the Company and Parent the Buyer agrees to file all appropriate notifications and filings pursuant to the HSR Act or any other applicable foreign antitrust and or competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, but in any event within ten five (105) Business Days after the date hereof and shall use their commercially reasonable efforts to supply promptly any additional information and documentary material that may be requested of such party Party by the relevant Governmental Authorities in connection with the HSR Act or any other applicable foreign antitrust and or competition laws. Parent The Buyer shall pay 100% of the filing fees associated with the HSR filingsfilings and any other applicable antitrust or competition laws (the “HSR Fee”) ; provided that fifty percent (50%) of such HSR Fee shall be treated as a Transaction Expense in connection with the Closing. Each of the Company and Parent the Buyer shall furnish to the other party such necessary information, documents and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary or advisable under the HSR Act or any applicable antitrust law. Each of the Company and the Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or foreign other governmental antitrust Governmental Authority authority in connection with the Contemplated Transactions unless it (i) consults with the other party Party in advance, if at all possible, and, and (ii) to the extent not prohibited by such governmental antitrust Governmental Authorityauthority, gives the other party Party the opportunity to attend and participate. To the extent permitted by applicable law and subject to all applicable privileges, including the attorney-client privilege, the The Company and Parent the Buyer will permit each other to review in advance of any proposed material written communications to any such governmental antitrust authorities, with the exception of the initial notification filings under the HSR Act, and incorporate the other Party’s reasonable comments and will supply each other with copies of all correspondence, filings or communications with governmental antitrust Governmental Authoritiesauthorities, with respect to the Contemplated Transactions; provided, however, that to the extent any of the documents or 138052556_15 information are commercially or competitively sensitive, the Company or Parentthe Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other partyParty’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client (although such antitrust counsel may use such documents and information in advocating on behalf of its client client. Each Party further agrees that it will not extend any waiting period under the HSR Act or other applicable law, or enter into any agreement with the FTC, the DOJ, any antitrust other Governmental Authority). Notwithstanding the foregoing or anything to the contrary set forth in this Section 7.4 or elsewhere in this Agreement, it is expressly understood and agreed that Parent shall not be required to agree to any sale, divestiture or disposition by Purchaser or any of its Affiliates, of any shares of capital stock, membership interests or any other equity interests party to delay or not to consummate the Contemplated Transactions, except with the prior written consent of any business, assets, or property, or the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties, stock, membership interests, or other equity interestsParty.