Certain Filings. Each of the Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company shall cooperate with one another (A) 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 Laws 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 (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust Entity.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Juno Lighting Inc), Agreement and Plan of Merger (Fremont Partners Lp), Agreement and Plan of Merger (Square D Co)
Certain Filings. Each As promptly as reasonably practicable after the date of the Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each casethis Agreement and, with respect to clause (a) below, no later than thirty (30) days following the date of this Agreement, the Merger Company shall (a) prepare and file the transactions contemplated hereby. Proxy Statement with the SEC in preliminary form as required by the 1934 Act and (b) in consultation with Parent, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Shareholder Meeting to be set so that the Company Shareholder Meeting can be held promptly following the effectiveness of the Proxy Statement. The Company shall use reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond as promptly as practicable to any such comments made by the SEC or its staff with respect to the Proxy Statement, shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any responses to comments made by the SEC or its staff each time before it is filed with the SEC, shall give reasonable and good-faith consideration to any comments thereon made by Parent and its counsel, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest reasonably practicable date. The Company and Parent shall cooperate with one another (Aa) in promptly connection with the preparation of the Proxy Statement, (b) in determining whether any filings are required to be action by or should be made in respect of, or consentsfiling with, approvalsany Governmental Authority is required, permits or authorizations are required to be or should be obtained under any other Laws 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 (Bc) in promptly taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement and seeking timely to obtain timely any such actions, consents, permits, authorizations, approvals or waivers. Parent and Each of the Company shall take or undertake and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) shareholders and such further action other matters as may be reasonably necessary to resolve such objectionsor advisable in connection with any statement, if anyfiling, as the U.S. Federal Trade Commission, the Antitrust Division notice or application made by or on behalf of the Department of JusticeCompany, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (Subsidiaries, to the SEC or the NYSE American in connection with the Proxy Statement. If at any time prior to consent to receipt of the Company Shareholder Approval, any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws information relating to the exchange Company or Parent, or any of informationtheir respective Affiliates, officers or directors, should be discovered by the Company (with respect to information related to the Company) or Parent (with respect to information related to Parent) that should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the shareholders of each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust EntityParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Chase Corp)
Certain Filings. Each of the (a) The Company and Parent shall promptly make any required submissions under the HSR Act which the Company Buyer agree to use their respective reasonable best efforts to obtain all authorizations, consents, orders and approvals of federal, state, local and foreign regulatory bodies and officials and non-governmental third parties that may be or Parent determines should be made, in each case, with respect become necessary for performance of their respective obligations pursuant to this Agreement, and will cooperate fully with the Merger other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided that except as set forth in the transactions contemplated hereby. ParentCapital Plan or in the 1999-2001 Capital Expenditure Summary set forth in Schedule 7.02 (a) (the Capital Summary) and with such other exceptions as in the aggregate would not, and would not reasonably be expected to, have a Material Adverse Effect or require in excess of $1,000,000 in capital expenditures, nothing herein shall require Buyer or Merger Sub and the Company shall cooperate with one another (A) to agree to any change to, or to make any commitments in promptly determining whether respect of, any filings are required to be Franchise or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other Laws 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 License in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making obtaining any such filings, furnishing information consent or approval required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby. The Buyer shall have primary responsibility, with the assistance and cooperation of the Company and its Subsidiaries, for obtaining all authorizations, consents, orders and approvals with respect to the Companys and its Subsidiaries Licenses and Franchises; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent or the Company and Buyer will have joint responsibility with respect to proffer to, or agree to, sell or otherwise dispose of, or hold separate the joint applications required for the transfers of Licenses under the rules and agree regulations of the FCC. Each of Buyer and the Company will use its reasonable best efforts to sell or otherwise dispose of, before or after ensure that all necessary applications in connection with transfer of control of the Effective Time, any assets, businesses, or any interest in any assets or businesses, Licenses and the Franchises are filed within twenty days of Parentthe date hereof. Without limitation, the Company and Buyer shall each use their reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act no later than twenty days from the date hereof; and each such filing shall request early termination of the waiting period imposed by the HSR Act. For purposes of this Agreement, Licenses means approvals, consents, rights, certificates, orders, franchises, determinations, permissions, licenses, authorities or grants issued, declared, designated or adopted by any federal, state or municipal government or other political subdivision or any of their respective Affiliates (department, commission, board, bureau, agency or to consent to any offerinstrumentality thereof, saleexcluding, dispositionhowever, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust EntityFranchises.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Level 3 Communications Inc), Agreement and Plan of Merger (Cable Michigan Inc)
Certain Filings. Each of the Company and Parent (a) Subject to appropriate confidentiality safeguards, each Party shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company shall (i) cooperate with one another to comply with any request from any applicable Governmental Authority related to any Antitrust Laws in accordance with applicable Law, (Aii) respond promptly to any request for additional information, documents or other materials in connection therewith, (iii) promptly determining whether notify counsel to the other Party of, any filings are required communications from or with any Governmental Authority in connection therewith and, to the extent reasonably practicable, enable counsel to the other Party to participate in any such communications, (iv) not participate in any material prescheduled telephonic or in-person meeting in connection therewith unless such Party consults with counsel to the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party a reasonable opportunity to attend, participate and speak thereat, (v) furnish such information and assistance as may be reasonably requested in connection therewith and provide counsel to the other Party the opportunity to review in advance any document, opinion or should proposal to be made or consentssubmitted to any such Governmental Authority, approvals, permits (vi) use its reasonable best efforts to defend all Proceedings to which it or authorizations are required to be any of its affiliates is a party challenging or should be obtained under any other Laws affecting this Agreement 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 (B) hereby, in promptly making any such filingseach case until the issuance of a final, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws non-appealable Order with respect to each such Proceeding, (vii) use its reasonable best efforts to seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable Order with respect thereto and (viii) use reasonable best efforts to resolve any objection or assertion by any Governmental Authority challenging this Agreement or the transactions contemplated hereby; provided. Notwithstanding anything to the contrary herein or otherwise, however, that nothing in this Agreement shall require, or be construed deemed to require, either Parent or the Company require Buyer to proffer to, commit or agree toto (A) sell, sell hold, divest, discontinue or otherwise dispose of, or hold separate and agree to sell or otherwise dispose oflimit, before or after the Effective TimeClosing Date, any of its or its Affiliates’ assets, businessesbusinesses or interests, (B) any conditions relating to, or any interest in any assets changes or businesses, of Parentrestrictions in, the Company or operations of any of their its or its Affiliates’ respective Affiliates assets, businesses or interests, and (C) any material restriction on the Business or to consent the business of Buyer or its Affiliates; provided further, that no Group Company nor any Affiliate thereof shall agree to any offer, sale, disposition, holding or agreement to sell or dispose)such actions without the prior written consent of Buyer. Subject to applicable Laws relating to the exchange of information, each of the Company Buyer and Parent Sellers shall keep the other informed of any material communication and provide to the other copies of be jointly responsible for all correspondence, between it (or its advisors) and any Government Antitrust Entity filing fees relating to this Agreement or any of Section 7.03 and such filing fees will be equally divided between Buyer, on the matters described in this Section 6.04one hand, and each of the Company and Parent shall permit Sellers, on the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust Entityhand.
Appears in 2 contracts
Samples: Asset and Equity Purchase Agreement (iMedia Brands, Inc.), Asset and Equity Purchase Agreement (iMedia Brands, Inc.)
Certain Filings. Each of the (a) The Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company DuPont shall cooperate with one another (Ai) in promptly connection with the preparation of the Proxy Statement, the Schedule 13E-3 and the Form S-4 Registration Statement and any amendments or supplements to the foregoing, (ii) in determining whether any filings are required to be action by or should be made in respect of, or consentsfiling with, approvalsany Governmental Entity is required, permits or authorizations are required to be or should be obtained under any other Laws or whether any actions, consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments any material to the Company’s business contracts, in connection with the consummation of the transactions contemplated by this Agreement and (Biii) in promptly seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Proxy Statement, the Schedule 13E-3 and the Form S-4 Registration Statement and seeking timely to obtain timely any such actions, consents, permits, authorizations, approvals or waivers. Parent and Without limiting the Company provisions of this Section 5.8, each party hereto shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of file with the Department of Justice, state antitrust enforcement authorities or competition authorities Justice and the Federal Trade Commission a Pre-Merger Notification and Report Form pursuant to the HSR Act in respect of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby; providedhereby within ten (10) days of the date of this Agreement, howeverand, subject to Section 5.8(c) hereof, each party will use its reasonable best efforts to take or cause to be taken all actions necessary, including to promptly and fully comply with any requests for information from regulatory Governmental Entities (including, in the case of DuPont, to request, if any question or objection shall be raised by the applicable Governmental Entity with respect thereto, that nothing such Governmental Entity should defer its consideration of any transaction of the type referred to in this Agreement shall requireSection 5.2(c) or (d) until after (i) any clearance, waiver, approval or be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws authorization relating to the exchange HSR Act that is necessary to enable the parties to consummate the transactions contemplated by this Agreement and (ii) other Material Approvals have been obtained), to obtain any clearance (including affirmatively seeking early termination), waiver, approval or authorization relating to the HSR Act that is necessary to enable the parties to consummate the transactions contemplated by this Agreement. Without limiting the provisions of informationthis Section 5.8, each of party hereto shall use its reasonable best efforts to promptly make the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication filings required to be given made by it to, and shall consult with each other all foreign Governmental Entities in advance of any telephonic calls, meetings jurisdiction in which the parties believe it is necessary or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust Entityadvisable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Hi Bred International Inc), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Certain Filings. Each As promptly as practicable after the execution of this Agreement, the Company and Parent shall promptly make any required submissions prepare and file with the SEC a joint proxy statement/prospectus to be sent to the stockholders of the Parent and the shareholders of the Company in connection shareholder's meeting of the Company and the stockholder's meeting of the Parent (the "Joint Proxy Statement"). Parent shall prepare and file with the SEC a registration statement on Form S-4 pursuant to which shares of Parent Stock issued in connection with the Merger will be registered under the HSR 1933 Act (the "Registration Statement"), in which the Joint Proxy Statement will be included as a prospectus. Parent and the Company or shall use their reasonable best efforts to respond to the comments of the SEC in connection with the Joint Proxy Statement and the Registration Statement, to furnish all information required to prepare the Joint Proxy Statement and the Registration Statement and to cause the Registration Statement to become effective as soon after such filing as practicable. The Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Company's shareholders, and Parent determines should will use its reasonable best efforts to cause the Joint Proxy Statement to be mademailed to Parent's stockholders, in each case, with respect to this Agreement, case as promptly as practicable after the Merger Registration Statement is declared effective under the 1933 Act. The Company and the transactions contemplated hereby. Parent, Merger Sub and the Company Parent shall cooperate with one another (Ai) in promptly determining whether any filings are required to be action by or should be made in respect of, or consentsfiling with, approvalsany governmental body, permits agency, official, or authorizations are required to be authority is required, or should be obtained under any other Laws or whether any actions, consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments any material to the Company’s business contracts, in connection with the consummation of the transactions contemplated by this Agreement and (Bii) in promptly taking such actions or making any such filings, furnishing information required in connection therewith or with the Joint Proxy Statement or the Registration Statement and seeking timely to obtain timely any such actions, consents, permits, authorizations, approvals or waivers. Parent and If at any time prior to the Effective Time any event relating to either the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (Affiliates, officers or to consent to any offer, sale, disposition, holding directors should be discovered by the Company or agreement to sell or dispose). Subject to applicable Laws relating Parent which should be set forth in an amendment to the exchange of informationRegistration Statement or a supplement to the Joint Proxy Statement, each of the Company and Parent such party shall keep promptly inform the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust Entityparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Network Technology Corp), Agreement and Plan of Merger (McData Corp)
Certain Filings. Each of party shall cooperate with the Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, other party with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company shall cooperate all filings with one another (A) in promptly determining whether any filings Governmental Authorities that are required to be made by the Company to carry out the transactions contemplated by this Agreement. The Company shall assist Parent and the Merger Sub in making all such filings, applications and notices as may be necessary or should desirable in order to obtain the authorization, approval or consent of any Governmental Authority which may be made reasonably required or consents, approvals, permits or authorizations are required to be or should be obtained under any other Laws 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 which Parent may reasonably request in connection with the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, if the Merger and the transactions contemplated hereby are subject to the HSR Act, the parties hereto shall promptly and in good faith file or cause to be filed the appropriate notifications with respect to the Merger and such transactions, respond to any requests for additional information and documents and provide the necessary information and make the necessary filings under the HSR Act (“Antitrust Filings”). Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its Antitrust Filings and, if requested, to promptly amend or furnish additional information thereunder. Each party shall use its commercially reasonable efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the transactions contemplated by this Agreement, and to keep the other party reasonably informed with respect to the status of each clearance, approval or waiver sought from a Governmental Authority in connection with the transactions contemplated by this Agreement and the material communications between such party and such Governmental Authority. Each party shall without limitation: (B1) promptly notify the other of, and if in promptly making writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any such filings, furnishing information required in connection therewith and seeking to obtain timely communications from or with any such consents, permits, authorizations, approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws Governmental Authority with respect to the transactions contemplated hereby; providedby this Agreement, however, that nothing in this Agreement shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors2) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it toand discuss in advance, and shall consult with each consider in good faith the views of the other in advance of any telephonic calls, meetings or conferences connection with, any Government Antitrust Entity andproposed written or any oral communication with any such Governmental Authority, (3) not participate in any meeting or have any communication with any such Governmental Authority unless it has given the other an opportunity to consult with it in advance and to the extent permitted, give permitted by such Governmental Authority gives the other party the opportunity to attend and participate therein, (4) furnish the other with copies of all filings and communications between it and any such Governmental Authority with respect to the transactions contemplated by this Agreement, and (5) furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such telephonic callsGovernmental Authority. Such materials and the information contained therein shall be given only to the outside legal counsel of the other and will not be disclosed by such outside counsel to employees, meetings officers, or conferences withdirectors of their client unless express permission is obtained in advance from the disclosing party or its legal counsel. Neither party shall, nor shall it permit any Government Antitrust Entityof its Subsidiaries to, acquire or agree to acquire any business, person or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, could reasonably be expected to materially increase the risk of not obtaining the applicable antitrust clearance, approval or waiver from a Governmental Authority with respect to the transactions contemplated by this Agreement.
Appears in 1 contract
Certain Filings. Each of the Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company The parties hereto shall cooperate with one --------------- another (A) in promptly determining whether any filings are action by or in respect of, or filing with, any Governmental Authority is required or reasonably appropriate, or any action, consent, approval or waiver from any party to be any Assumed Contract is required or should be made or consentsreasonably appropriate, approvals, permits or authorizations are required to be or should be obtained under any other Laws 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 the other Acquisition Documents. Without limiting the generality of the foregoing, Purchaser and its Affiliates and Associates (Bincluding any "ultimate parent entity", as defined in the HSR Act), and Seller and Seller's respective Affiliates and Associates (including any "ultimate parent entity", as defined in the HSR Act) shall promptly prepare and make their respective filings and, unless this Agreement shall have been terminated pursuant to Section 9.01, thereafter shall make all required or requested submissions, under the HSR Act and any other Applicable Law, if required. Subject to the terms and conditions of this Agreement, in promptly taking such actions or making any such filings, furnishing the parties hereto shall furnish information required in connection therewith and seeking seek timely to obtain timely any such actions, consents, permits, authorizations, approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby; provided, however, that nothing in this Agreement the parties hereto shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult -------- ------- cooperate with each other in advance connection with the making of any telephonic callsall such filings, meetings or conferences with, any Government Antitrust Entity andincluding, to the extent permittedthe following is permitted by Applicable Law and will not involve the disclosure of confidential or proprietary information of one party hereto to another, give by (a) providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept reasonable additions, deletions or changes suggested in connection therewith and (b) providing to each other party copies of all correspondence from and to any Governmental Authority in connection with any such filing. Notwithstanding the opportunity foregoing, Purchaser or Seller shall not be under any obligation to attend comply with any request or requirement imposed by the Federal Trade Commission (the "FTC"), the Department of Justice (the "DofJ") or any other Governmental Authority in connection with the compliance with the HSR Requirements if Purchaser or Seller, in the exercise of such entity's reasonable discretion, deems such request or requirement unduly burdensome. Without limiting the generality of the foregoing, Purchaser and participate Seller shall not be obligated to comply with any request by, or any requirement of, the FTC, the DofJ or any other Governmental Authority: (i) to disclose information Purchaser or Seller, as the case may be, reasonably deems it in the best interests of such telephonic callsPurchaser or Seller, meetings as the case may be, to keep confidential; (ii) to dispose of any assets or conferences with, operations; or (iii) to comply with any Government Antitrust Entityrestriction on the manner in which they conduct their respective operations.
Appears in 1 contract
Samples: Asset Purchase Agreement (Stanford Telecommunications Inc)
Certain Filings. Each of the The Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company Farnell shall cooperate with one another (Aa) in promptly connection with the preparation of the Proxy Statement, Registration Statements and UK Disclosure Document and related matters, (b) in determining whether any filings are required to be action by or should be made in respect of, or consentsfiling with, approvalsany governmental body, permits agency or authorizations are required to be official, or should be obtained under authority is required, or any other Laws or whether any actions, consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments any material to the Company’s business contracts, in connection with the consummation of the transactions contemplated by this Agreement and (Bc) in promptly seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Proxy Statement, Registration Statements, UK Disclosure Document and related matters and seeking timely to obtain timely any such actions, consents, permits, authorizations, approvals or waivers. Parent The parties will cooperate in order that the Proxy Statement and Registration Statements (and any amendment or supplement thereto) will, on the date the Proxy Statement and Registration Statements (or such amendment or supplement) is first mailed to the shareholders of the Company and at the time of the Company Shareholder Meeting will comply as to form in all material respects with the applicable requirements of the Securities Act and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if anyExchange Act. The parties will, as the U.S. Federal Trade Commissionpromptly as practicable, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities provide copies to each other of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws written comments received from the SEC with respect to the transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, Registration Statements or Proxy Statement and advise one another of any verbal comments with respect to the Registration Statements or Proxy Statement received from the SEC. No amendment or supplement to the Registration Statements or Proxy Statement will be construed to require, either Parent made by Farnell or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after without the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each approval of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondenceparty, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication such approval not to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings unreasonably withheld or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust Entitydelayed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Premier Industrial Corp)
Certain Filings. Each of the Company Seller, Purchaser and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are action by or in respect of, or filing with, any Governmental Authority is required or reasonably appropriate, or any action, consent, approval or waiver from any party to be any Contract is required or should be made or consentsreasonably appropriate, approvals, permits or authorizations are required to be or should be obtained under any other Laws 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 the other Acquisition Documents. Without limiting the generality of the foregoing, (Bi) Purchaser and its Affiliates and Associates (including any "ultimate parent entity", as defined in the HSR Act), and Seller and its Affiliates and Associates (including any "ultimate parent entity", as defined in the HSR Act) shall promptly prepare and make their respective HSR filings and, unless this Agreement shall have been terminated pursuant to Section 9.01, thereafter shall make all required or requested submissions, under the HSR Act or any analogous Applicable Law, if required, with the costs of such HSR Filings to be borne by the party making such filing; and (ii) Seller shall, and shall use its best efforts to cause each Employee Shareholder to, promptly prepare and make such filings and applications for registration and licensing with all necessary Governmental Authorities, including the NASD and the SEC. Subject to the terms and conditions of this Agreement, in taking such actions or making any such filings, furnishing the parties hereto shall furnish all information required in connection therewith and seeking seek timely to obtain timely any such actions, consents, permits, authorizations, approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each of the Company Seller, Purchaser and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult cooperate with each other in advance connection with the making of any telephonic callsall such filings, meetings or conferences with, any Government Antitrust Entity andincluding, to the extent permittedthe following is permitted under Applicable Law, give by (a) providing copies of all such documents to the non-filing parties and their advisors prior to filing and, if requested, to accept reasonable additions, deletions or changes suggested in connection therewith and (b) providing to each other party copies of all correspondence from and to any Governmental Authority in connection with any such filing. Notwithstanding the opportunity foregoing, neither Parent, Purchaser nor Seller shall be under any obligation to attend and participate comply with any request or requirement imposed by the Federal Trade Commission (the "FTC"), the Department of Justice (the "DofJ") or any other Governmental Authority in connection with the compliance with the HSR Act if Seller, Parent or Purchaser, in the exercise of such telephonic callsentities' reasonable discretion, meetings deems such request or conferences withrequirement unduly burdensome. Without limiting the generality of the foregoing, none of Parent or Purchaser or Seller shall be obligated to comply with any Government Antitrust Entityrequest by, or any requirement of, the FTC, the DofJ or any other Governmental Authority: (i) to disclose information Parent, Purchaser or Seller, as the case may be, reasonably deems it in its best interests to keep confidential; (ii) to dispose of any assets or operations; (iii) to comply with any restriction on the manner in which it conducts its operations other than the Business; or (iv) to comply with any material restriction on the manner in which it conducts the Business after the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Silicon Valley Bancshares)
Certain Filings. Each of the Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement(a) The Company, the Merger Seller and the transactions contemplated hereby. Parent, Merger Sub and the Company Purchaser shall cooperate with one another each other (Ai) in promptly determining whether any filings are action by or in respect of, or filing with, any Governmental Entity is required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other Laws 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 Agreement, and (Bii) in promptly taking such actions or making any such filings, filings or furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waiverstherewith. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if anyThe Parties shall, as soon as practicable, but in no event later than two (2) Business Days after the U.S. execution of this Agreement, file any required Notification and Report Forms under the HSR Act with the Federal Trade Commission, Commission (the “FTC”) and the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities Justice (the “Antitrust Division”). The Parties (A) by mutual agreement shall seek early termination of any applicable waiting period under the HSR Act, and (B) shall use their commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation. None of the Parties to this Agreement, may, without the consent of the other nation Party, (x) cause any filing or jurisdiction (eachsubmission applicable to it to be withdrawn or refiled for any reason, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws including to provide the applicable Governmental Entity with respect additional time to review any of the transactions contemplated hereby; providedby this Agreement, however, that nothing in or (y) consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity. The fees and expenses related to any filing made pursuant to the HSR Act shall requirebe paid by the Purchaser. 42 Exhibit 2 (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 6.1(a) or Section 6.2(a) hereof, the Purchaser agrees to use its commercially reasonable efforts and to take any and all steps reasonably necessary or advisable to avoid or eliminate each and every impediment under any Antitrust Laws that may be construed asserted by any antitrust or competition Governmental Entity or any other party so as to require, either Parent or enable the Company Parties hereto to proffer to, or agree to, sell or otherwise dispose close the transactions contemplated hereby as promptly as practicable. The Purchaser shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or hold separate and agree to sell have vacated or otherwise dispose of, before or after the Effective Timeterminated, any assetsdecree, businessesorder or judgment (whether temporary, preliminary or any interest in any assets or businesses, of Parent, permanent) that would prevent closing the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to transactions contemplated by this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust EntityAgreement.
Appears in 1 contract
Certain Filings. Each Party shall use commercially reasonable efforts to make or obtain or cause to be made or obtained, in cooperation with the other Parties and to the extent applicable and as promptly as practicable prior to the Closing Date, all required approvals, permits, registrations, filings (including merger control filings) and notices appropriate under applicable Regulatory Laws and other Laws, and all other required approvals and permits from, and registrations and filings with, applicable Governmental Entities, relating to the transactions contemplated hereby, at Parent’s sole expense; provided, however, that Parent and the Appointed Agent, on behalf of the Company Equityholders, shall each pay fifty percent (50%) of the filing fees in connection with State Board of Pharmacy license and Parent permit filings required in connection with the change of ownership of Company pursuant to this Agreement. Prior to the Closing Date, each Party shall promptly make use commercially reasonable efforts to (a) respond at the earliest practicable date to any required submissions under requests for additional information made by the HSR Act which the Company other Party or Parent determines should be made, in each case, any Governmental Entity with respect to this Agreementall filings made under Regulatory Laws or other Laws, (b) take all actions necessary to cause the waiting periods for all filings made under Regulatory Laws to terminate or expire at the earliest possible date, (c) take or cause to be taken all actions necessary to obtain any required approvals of any applicable Governmental Entity and (d) resist in good faith, at its cost (including, at the reasonable discretion of Parent, the Merger and institution or defense of Litigation), any assertion that the transactions contemplated hereby constitute a violation of Regulatory Laws or other Laws, all to the end of expediting consummation of the transactions contemplated hereby. However, nothing in this Agreement shall require that Parent divest, license, sell or hold separate any of its or its Affiliates’ (including, for this purpose, the Company’s) assets, businesses or properties or enter into a consent decree or assume any other obligations with respect to the ongoing operations of Parent and/or its Affiliates (including, for this purpose, the Company). With regard to any Governmental Entity, none of Company or any of its Affiliates or agents, without Parent’s advance written consent, Merger Sub shall discuss or commit to any divestiture, consent decree or consent agreement, or discuss or commit to alter Company’s businesses or commercial practices in any way with any Governmental Entity. The Parties shall promptly inform each other of any material communication from any Governmental Entity regarding any of the transactions contemplated hereby and shall permit each other to review in advance any proposed communication to any Governmental Entity, subject to applicable Law and provided that the Company Parties shall cooperate with one another (A) in promptly determining whether any filings are not be required to be or should be made or consents, approvals, permits or authorizations are required provide to be or should be obtained under each other with any other Laws or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements documents or other contracts or instruments material materials related to the Companya Party’s business in connection with the consummation valuation of the transactions contemplated by this Agreement Agreement. Prior to the Closing Date, Parent shall use commercially reasonable efforts to consult with the Appointed Agent, and (B) Company and Appointed Agent shall use commercially reasonable efforts to consult with Parent, prior to any meetings, by telephone or in promptly making any such filingsperson, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Parent and with the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities staff of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to Governmental Entity regarding the transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permittedpracticable, give the other party the opportunity to attend and participate in each Party may have are representative present at any such telephonic calls, meetings or conferences with, any Government Antitrust Entitymeeting.
Appears in 1 contract
Certain Filings. Each of the Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company (a) The parties shall cooperate with one another (Ai) in promptly determining whether any filings are required to be action by or should be made in respect of, or consentsfiling with, approvalsany Governmental Authority is required, permits or authorizations are required to be or should be obtained under any other Laws or whether any actions, consents, approvals or waivers are required to be or should be obtained from other any parties to loan agreements or other contracts or instruments any material to the Company’s business contracts, in connection with the consummation of the transactions contemplated by this Agreement and (Bii) in promptly seeking and obtaining any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking therewith; provided that the conditions to obtain timely any such consents, permits, authorizations, approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary parties' respective obligations to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to consummate the transactions contemplated hereby; providedhereby shall be limited to those conditions specified in Article IX. The parties shall have the right to review in advance, howeverand to the extent reasonably practicable each will consult the other on, that nothing in this Agreement shall require, or be construed all the information relating to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate other and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any each of their respective Affiliates (Subsidiaries that appears in any filing made with, or to consent to written materials submitted to, any offer, sale, disposition, holding or agreement to sell or dispose)Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, each Each of the Company and Parent shall keep the other informed of any material communication promptly notify and provide a copy to the other copies party of all correspondence, between it (any written communication received from any Governmental Authority with respect to any filing or its advisors) submission or with respect to the Merger and any Government Antitrust Entity relating to the other transactions contemplated by this Agreement or any of the matters described in this Section 6.04, and each Agreement. Each of the Company and Parent shall permit give the other to review reasonable prior notice of any material communication to be given by it towith, and shall consult with each other in advance of any telephonic callsproposed understanding, meetings undertaking or conferences agreement with, any Government Antitrust Entity andGovernmental Authority regarding any such filing or any such transaction. Neither the Company nor Parent shall, to the extent permittednor shall they permit their respective representatives to, give participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and without giving, unless prohibited by such Governmental Authority, the opportunity of the other party to attend or participate. The parties to this Agreement will consult and participate cooperate with one another in such telephonic callsconnection with any analyses, meetings appearance, presentations, memoranda, briefs, arguments, opinions, and proposals made or conferences with, submitted by or on behalf of any Government party to this Agreement in connection with proceedings under or related to the HSR Act or Other Antitrust EntityLaws.
Appears in 1 contract
Certain Filings. Each of To the Company and Parent extent such filings have not been made prior to the date hereof, each Party shall promptly make any required submissions under the HSR Act which the Company or Parent determines should cause to be made, in each casecooperation with the other Parties and to the extent applicable and as promptly as practicable, (a) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to this Agreement, the Merger transactions contemplated hereby (which filing shall be made in any event within five (5) business days following the Effective Date) and (b) all other necessary filings with other Governmental Entities relating to the transactions contemplated hereby. Parent; provided, Merger Sub and however, that the Company Buyer shall cooperate with one another each pay One Hundred Percent (A100%) 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 Laws 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 of the Company’s business filing fees in connection with Buyer’s and Seller’s filings under the consummation of HSR Act. Each Party shall use its best efforts to respond to any requests for additional information made by the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division United States Department of Justice or any other Governmental Entity, to take all actions necessary to obtain any required approvals of the Federal Trade Commission, the United States Department of Justice, state antitrust enforcement authorities Justice or competition authorities of any other nation Governmental Entity, to cause any applicable waiting periods under the HSR Act to terminate or jurisdiction expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (eachincluding the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a “Government Antitrust Entity”) may assert under relevant antitrustviolation of the antitrust Laws, or competition Laws with respect all to the end of expediting consummation of the transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent or require that the Company to proffer to, or agree toBuyer divest, sell or otherwise dispose of, or hold separate and agree to sell any of its or otherwise dispose ofits Affiliates’ (including, before or after for this purpose, the Effective Time, any Selling Entity’s) assets, businessesbusinesses or properties or enter into a consent decree or assume any other obligations with respect to the ongoing operations of the Buyer and/or its Affiliates (including, for this purpose, the Selling Entity). The Buyer shall consult with the Selling Entity, and the Sellers shall consult with the Buyer, prior to any meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any interest in any assets or businesses, of Parent, other Governmental Entity regarding the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04transactions contemplated hereby, and each of Party shall have the Company and Parent shall permit the other right to review have a representative present at any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust Entitymeeting.
Appears in 1 contract
Certain Filings. Each As promptly as reasonably practicable after the date of the Company this Agreement and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to clause (a) below, no later than 30 days following the date of this Agreement, the Merger Company shall (a) prepare and file the transactions contemplated hereby. Proxy Statement with the SEC in preliminary form as required by the 1934 Act and (b) in consultation with Parent, set a preliminary record date for the Company Stockholder Meeting and commence a broker search pursuant to Section 14a-13 of the 1934 Act in connection therewith. The Company shall use reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond as promptly as practicable to any such comments made by the SEC or its staff with respect to the Proxy Statement, shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement each time before it is filed with the SEC, shall give reasonable and good-faith consideration to any comments thereon made by Parent and its counsel, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest reasonably practicable date. The Company and Parent shall cooperate with one another (Ai) in promptly connection with the preparation of the Proxy Statement, (ii) in determining whether any filings are required to be action by or should be made in respect of, or consentsfiling with, approvalsany Governmental Authority is required, permits or authorizations are required to be or should be obtained under any other Laws 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 (Biii) in promptly taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement and seeking timely to obtain timely any such actions, consents, permits, authorizations, approvals or waivers. Parent and Each of the Company shall take or undertake and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such further action other matters as may be reasonably necessary to resolve such objectionsor advisable in connection with any statement, if anyfiling, as the U.S. Federal Trade Commission, the Antitrust Division notice or application made by or on behalf of the Department of JusticeCompany, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (Subsidiaries, to the SEC or NYSE in connection with the Proxy Statement. If at any time prior to consent to receipt of the Company Stockholder Approval, any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws information relating to the exchange Company or Parent, or any of informationtheir respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the SEC and, to the extent required under Applicable Law, disseminated to the stockholders of each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust EntityParent.
Appears in 1 contract
Certain Filings. Each of the (a) The Company and Parent shall promptly make any required submissions under the HSR Act which the Company Buyer agree to use their respective reasonable best efforts to obtain all authorizations, consents, orders and approvals of federal, state, local and foreign regulatory bodies and officials and non-governmental third parties that may be or Parent determines should be made, in each case, with respect become necessary for performance of their respective obligations pursuant to this Agreement, and will cooperate fully with the Merger other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided that except as set forth in the transactions contemplated hereby. ParentCapital Plan or in the 1999-2001 Capital Expenditure Summary set forth in Schedule 7.02 (a) (the "CAPITAL SUMMARY") and with such other exceptions as in the aggregate would not, and would not reasonably be expected to, have a Material Adverse Effect or require in excess of $1,000,000 in capital expenditures, nothing herein shall require Buyer or Merger Sub and the Company shall cooperate with one another (A) to agree to any change to, or to make any commitments in promptly determining whether respect of, any filings are required to be Franchise or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other Laws 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 License in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making obtaining any such filings, furnishing information consent or approval required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby. The Buyer shall have primary responsibility, with the assistance and cooperation of the Company and its Subsidiaries, for obtaining all authorizations, consents, orders and approvals with respect to the Company's and its Subsidiaries' Licenses and Franchises; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent or the Company and Buyer will have joint responsibility with respect to proffer to, or agree to, sell or otherwise dispose of, or hold separate the joint applications required for the transfers of Licenses under the rules and agree regulations of the FCC. Each of Buyer and the Company will use its reasonable best efforts to sell or otherwise dispose of, before or after ensure that all necessary applications in connection with transfer of control of the Effective Time, any assets, businesses, or any interest in any assets or businesses, Licenses and the Franchises are filed within twenty days of Parentthe date hereof. Without limitation, the Company and Buyer shall each use their reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act no later than twenty days from the date hereof; and each such filing shall request early termination of the waiting period imposed by the HSR Act. For purposes of this Agreement, "LICENSES" means approvals, consents, rights, certificates, orders, franchises, determinations, permissions, licenses, authorities or grants issued, declared, designated or adopted by any federal, state or municipal government or other political subdivision or any of their respective Affiliates (department, commission, board, bureau, agency or to consent to any offerinstrumentality thereof, saleexcluding, dispositionhowever, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust EntityFranchises.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avalon Cable of Michigan Holdings Inc)
Certain Filings. Each of the (a) The Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be madeagree to use their respective reasonable best efforts to obtain all authorizations, in each caseconsents, with respect to this Agreement, the Merger orders and the transactions contemplated hereby. Parent, Merger Sub approvals of Governmental Authorities and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to non-governmental third parties that may be or should be made or consents, approvals, permits or authorizations are required become necessary to be or should be obtained under any other Laws 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 consummate the transactions contemplated by this Agreement or for performance of their respective obligations pursuant to this Agreement, and (B) will cooperate fully with the other parties in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely all such authorizations, consents, orders and approvals; provided that the Company and Parent will not be permitted or required to agree or proffer to divest or hold separate any assets or business of the Company, Parent or any of their respective Subsidiaries, or to take any other action (including agreeing to any condition in respect of, or any amendment to, any License or any other concession), that, in each case, individually or in the aggregate, would reasonably be expected to have an impact (whether affecting the Company, Parent or any of their respective Subsidiaries) equivalent to a Company Material Adverse Effect. The Company shall have primary responsibility, with the assistance and cooperation of Parent, for obtaining all authorizations, consents, orders and approvals with respect to the Company’s and its Subsidiaries’ Licenses; provided that the Company and Parent will have joint responsibility with respect to the joint applications required for the transfer of control of any such consents, permits, authorizations, approvals or waiversLicenses under the rules and regulations of the FCC and the PPUC. Each of Parent and the Company shall take or undertake will use its reasonable best efforts to ensure that all necessary applications in connection with the transfer of control of any such further action as Licenses are filed within ten Business Days of the date hereof, except that PPUC transfer of control notifications that do not require affirmative approval may be necessary to resolve such objections, if any, as filed within 20 Business Days of the U.S. Federal Trade Commissiondate hereof. Without limitation, the Antitrust Division Company and Parent shall each make an appropriate filing of a Notification and Report Form pursuant to the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws HSR Act with respect to the transactions contemplated hereby; providedhereby as promptly as practicable but in no event later than ten Business Days from the date hereof (and each such filing shall request early termination of the waiting period imposed by the HSR Act), however, supply as promptly as practicable any additional information and documentary material that nothing in this Agreement shall require, or may be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating requested pursuant to the exchange of information, each HSR Act and take all other actions necessary to cause the expiration or termination of the Company and Parent shall keep applicable waiting periods under the other informed HSR Act as soon as practicable. For purposes of this Agreement, “Licenses” means approvals, consents, rights, certificates, orders, franchises, determinations, permissions, licenses, authorities or grants issued, declared, designated or adopted by any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust EntityGovernmental Authority.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Citizens Communications Co)
Certain Filings. Each of the Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company (a) The parties shall cooperate with one another (Ai) in promptly determining whether any filings are required to be action by or should be made in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals, permits or authorizations are required to be or should be obtained under any other Laws or whether any consents, approvals or waivers are required to be or should be obtained from other any parties to loan agreements or other contracts or instruments any material to the Company’s business contracts, in connection with the consummation of the transactions contemplated by this Agreement and (Bii) in promptly seeking and obtaining any such actions, consents, approvals, permits or waivers or making any such filings, furnishing in a timely manner information required in connection therewith and seeking therewith; provided that the conditions to obtain timely any such consents, permits, authorizations, approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary parties' respective obligations to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to consummate the transactions contemplated hereby; providedhereby shall be limited to those conditions specified in Article IX. The parties shall have the right to review in advance, howeverand to the extent reasonably practicable each will consult the other on, that nothing in this Agreement shall require, or be construed all the material information relating to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate other and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any each of their respective Affiliates (Subsidiaries that appears in any filing made with, or to consent to written materials submitted to, any offer, sale, disposition, holding or agreement to sell or dispose)Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, each Each of the Company and Parent shall keep the other informed of any material communication promptly notify and provide a copy to the other copies party of all correspondence, between it (any written communication received from any Governmental Authority with respect to any filing or its advisors) submission or with respect to the Merger and any Government Antitrust Entity relating to the other transactions contemplated by this Agreement or any of the matters described in this Section 6.04, and each Agreement. Each of the Company and Parent shall permit give the other to review reasonable prior notice of any material communication to be given by it towith, and shall consult with each other in advance of any telephonic callsproposed understanding, meetings undertaking or conferences agreement with, any Government Antitrust Entity andGovernmental Authority regarding any such filing or any such transaction. Neither the Company nor Parent shall, to the extent permittednor shall they permit their respective Representatives to, give participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and without giving, unless prohibited by such Governmental Authority, the opportunity of the other party to attend or participate. The parties to this Agreement will consult and participate cooperate with one another in such telephonic callsconnection with any analyses, meetings appearance, presentations, memoranda, briefs, arguments, opinions, and proposals made or conferences with, submitted by or on behalf of any Government party to this Agreement in connection with proceedings under or related to the HSR Act or Other Antitrust EntityLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sovereign Specialty Chemicals Inc)
Certain Filings. Each of the (a) The Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be madeagree to use their respective reasonable best efforts to obtain all authorizations, in each caseconsents, with respect to this Agreement, the Merger orders and the transactions contemplated hereby. Parent, Merger Sub approvals of Governmental Authorities and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to non-governmental third parties that may be or should be made or consents, approvals, permits or authorizations are required become necessary to be or should be obtained under any other Laws 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 consummate the transactions contemplated by this Agreement or for performance of their respective obligations pursuant to this Agreement, and (B) will cooperate fully with the other parties in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely all such authorizations, consents, orders and approvals; provided that the Company and Parent will not be permitted or required to agree or proffer to divest or hold separate any assets or business of the Company, Parent or any of their respective Subsidiaries, or to take any other action (including agreeing to any condition in respect of, or any amendment to, any License or any other concession), that, in each case, individually or in the aggregate, would reasonably be expected to have an impact (whether affecting the Company, Parent or any of their respective Subsidiaries) equivalent to a Company Material Adverse Effect. The Company shall have primary responsibility, with the assistance and cooperation of Parent, for obtaining all authorizations, consents, orders and approvals with respect to the Company’s and its Subsidiaries’ Licenses; provided that the Company and Parent will have joint responsibility with respect to the joint applications required for the transfer of control of any such consents, permits, authorizations, approvals or waiversLicenses under the rules and regulations of the FCC and the PPUC. Each of Parent and the Company shall take or undertake will use its reasonable best efforts to ensure that all necessary applications in connection with the transfer of control of any such further action as Licenses are filed within ten Business Days of the date hereof, except that PPUC transfer of control notifications that do not require affirmative approval may be necessary to resolve such objections, if any, as filed within 20 Business Days of the U.S. Federal Trade Commissiondate hereof. Without limitation, the Antitrust Division Company and Parent shall each make an appropriate filing of a Notification and Report Form pursuant to the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws HSR Act with respect to the transactions contemplated hereby; providedhereby as promptly as practicable but in no event later than ten Business Days from the date hereof (and each such filing shall request early termination of the waiting period imposed by the HSR Act), however, supply as promptly as practicable any additional information and documentary material that nothing in this Agreement shall require, or may be construed to require, either Parent or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating requested pursuant to the exchange of information, each HSR Act and take all other actions necessary to cause the expiration or termination of the Company and Parent shall keep applicable waiting periods under the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust EntityHSR Act as soon as practicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Commonwealth Telephone Enterprises Inc /New/)
Certain Filings. Each of the Company and Parent Buyer shall promptly use commercially reasonable efforts to make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect obtain or cause to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consentsobtained, approvalsand Seller shall (at Buyer’s sole expense) assist and cooperate therewith, permits or authorizations are required to be or should be obtained under any other Laws 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 and as promptly as practicable prior to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filingsClosing Date, furnishing information required in connection therewith and seeking to obtain timely any such consentsall approvals, permits, authorizationsregistrations, approvals or waivers. Parent filings and the Company shall take or undertake all such further action as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert notices appropriate under relevant antitrust, or competition Applicable Laws with respect relating to the transactions contemplated hereby; provided, however, that nothing Buyer shall pay all costs associated with such filings, including, without limitation, the filing fees in this Agreement connection therewith. Prior to the Closing Date, Buyer shall requireuse reasonable efforts, and Seller shall (at Buyer’s sole expense) assist and cooperate therewith, to (a) respond at the earliest practicable date to any requests for additional information made by any governmental authority or agency with respect to all filings made under Applicable Laws, (b) take all actions necessary to cause the waiting periods for all filings made under Applicable Laws to terminate or expire at the earliest possible date, (c) take or cause to be construed taken all actions necessary to requireobtain any appropriate approvals of any governmental authorities or agencies and (d) resist in good faith, either Parent at its cost (including, at the sole discretion of Buyer, the institution or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Timedefense of litigation), any assetsassertion that the transactions contemplated hereby constitute a violation of Applicable Laws, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating all to the exchange end of information, each expediting consummation of the Company and Parent transactions contemplated hereby. The parties shall keep the promptly inform each other informed of any material communication and provide to the other copies of all correspondence, between it (from any governmental authority or its advisors) and any Government Antitrust Entity relating to this Agreement or agency regarding any of the matters described in this Section 6.04, transactions contemplated hereby and each of the Company and Parent shall permit the each other to review in advance any material proposed communication to any governmental authority or agency, subject to Applicable Laws and provided that the parties shall not be given required to provide to each other with any documents or other materials related to a party’s valuation of the transactions contemplated by it tothis Agreement. Prior to the Closing Date, Buyer shall use reasonable efforts to consult with Seller, and Seller shall use reasonable efforts to consult with each other Buyer, prior to any meetings, by telephone or in advance person, with the staff of any telephonic callsgovernmental authority or agency regarding the transactions contemplated hereby, meetings or conferences with, any Government Antitrust Entity and, and to the extent permittedpracticable, give each party may have a representative present at any such meeting. Prior to the other party Closing Date, Buyer shall not notify the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust Entityresidents of the transactions contemplated hereby.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sentio Healthcare Properties Inc)
Certain Filings. Each of the Company and Parent shall promptly make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company The parties hereto shall cooperate with one another (A) in promptly determining whether any filings are action by or in respect of, or filing with, any Governmental Authority is required or reasonably appropriate, or any action, consent, approval or waiver from any party to be any Contract is required or should be made or consentsreasonably appropriate, approvals, permits or authorizations are required to be or should be obtained under any other Laws 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 Agreement. Subject to the terms and (B) conditions of this Agreement, in promptly taking such actions or making any such filings, furnishing the parties hereto shall promptly furnish information required in connection therewith and seeking seek timely to obtain timely any such actions, consents, permits, authorizations, approvals or waivers. Parent Without limiting the foregoing, the parties hereto shall each promptly complete and the Company shall take file all reports and forms, and respond to all requests or undertake all such further action as may be necessary to resolve such objectionsrequests for additional information, if any, as may be required or authorized under the U.S. HSR Act and the rules of the Federal Trade CommissionCommission thereunder. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate Buyer or its Affiliates (i) to initiate, pursue or defend any litigation (or threatened litigation) with respect to the antitrust laws of the United States to which the Antitrust Division of the Department of JusticeJustice Department, state antitrust enforcement authorities the Federal Trade Commission or competition authorities the attorney general of any other nation state is a party; (ii) to agree or jurisdiction otherwise become subject to any material limitations on (each, a “Government Antitrust Entity”A) may assert under relevant antitrust, the right of Buyer or competition Laws with respect its Affiliates effectively to control or operate the transactions contemplated hereby; provided, however, that nothing in this Agreement shall require, or be construed to require, either Parent Company or the Company Subsidiaries or the business or operations of Buyer, any Affiliate of Buyer, the Company or any of the Company Subsidiaries, (B) the right of Buyer or its Affiliates to proffer toacquire or hold the Company, the Company Subsidiaries or their respective businesses, or (C) the right of Buyer to exercise full rights of ownership of the business or all or any material portion of the assets of the Company or the Company Subsidiaries; or (iii) to agree to, sell or otherwise dispose of, or hold separate and agree be required to sell or otherwise dispose of, before hold separate (through the establishment of a trust or after otherwise), or divest itself of all or any material portion of the Effective Timebusiness, assets or operations of Buyer, any assets, businesses, or any interest in any assets or businesses, Affiliate of ParentBuyer, the Company or any of their respective Company Subsidiary. In addition, notwithstanding the foregoing, nothing contained in this Agreement will require or obligate Seller or its Affiliates to initiate, pursue or defend any litigation (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating threatened litigation) with respect to the exchange of information, each antitrust laws of the Company and Parent shall keep United States to which the other informed Antitrust Division of any material communication and provide to the other copies Justice Department, the Federal Trade Commission or the attorney general of all correspondence, between it (or its advisors) and any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 6.04, and each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust Entityfifty states is a party.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aftermarket Technology Corp)
Certain Filings. Each party shall cooperate with the other parties in connection with the preparation of any filings required by the Company and Parent shall promptly make any required submissions under the HSR Act which the Company SEC or Parent determines should be made, state agencies or other regulatory entities in each case, connection with respect to this Agreement, the Merger and CONFIDENTIALPage 18 ACQUISITION AGREEMENT the transactions contemplated hereby. Parentherein, Merger Sub and the Company shall cooperate with one another (Aii) in promptly determining whether any filings are required to be action by or should be made in respect of, or consentsfiling with, approvalsany governmental body, permits agency, official, or authorizations are required to be authority is required, or should be obtained under any other Laws or whether any actions, consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments any material to the Company’s business contracts, in connection with the consummation of the transactions contemplated by this Agreement Agreement, and (Biii) in promptly taking such actions or making any such filings, furnishing information required in connection therewith or with the filings in connection with the transactions contemplated herein and seeking timely to obtain timely any such actions, consents, permits, authorizations, approvals or waivers. Parent Each Seller agrees, understands and acknowledges that Buyer is a reporting company under the Company shall take 1934 Act and that each Seller is solely, personally responsible and liable for making any required filings on Form 3, Form 4, Form 5, Schedule 13D, Schedule 13G and Form 144 under the 1934 Act in respect of ownership of and transactions in the Payment Shares, or undertake all such further action status as may be necessary to resolve such objections, if any, as the U.S. Federal Trade Commission, the Antitrust Division a director of the Department of JusticeBuyer, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect to the transactions contemplated hereby; provided, however, and that nothing in this Agreement shall require, or be construed to require, either Parent these filings are not filings by or the Company to proffer to, or agree to, sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Effective Time, any assets, businesses, or any interest in any assets or businesses, of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose). Subject to applicable Laws relating to the exchange of information, each responsibility of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (Buyer. Each Seller will consult his or her or its advisors) and any Government Antitrust Entity relating own legal counsel about obligations to this Agreement or file any of the matters described in this Section 6.04, aforementioned SEC filings. A Seller must obtain SEC filing codes on Form ID and each arrange for an EXXXX commercial filing service to file any such 1934 Act filings by Seller. Buyer is not responsible for and will not pay the cost and fees for making any of the Company aforementioned 1934 filings. These SEC filings have short filing deadlines that cannot be extended. If a Seller obtains voting control of the Buyer through the Exchange, then that Seller is a “control person” and Parent shall permit the other has certain liabilities based on that status. Any Seller who becomes a “control person” agrees to review any material communication to be given by it toconsult his, her, or its obligations and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings or conferences with, any Government Antitrust Entityliabilities as a control person.
Appears in 1 contract
Certain Filings. Each of the Company and Parent Party shall promptly use commercially reasonable efforts to make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect obtain or cause to this Agreement, the Merger and the transactions contemplated hereby. Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consentsobtained, approvals, permits or authorizations are required to be or should be obtained under any in cooperation with the other Laws 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 Parties and to the Company’s business in connection with extent applicable and as promptly as practicable prior to the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filingsClosing Date, furnishing information required in connection therewith and seeking to obtain timely any such consentsall approvals, permits, authorizationsregistrations, filings (including merger control filings) and notices appropriate under applicable Regulatory Laws and other Laws, and all other appropriate approvals or waivers. Parent and the Company shall take or undertake all such further action as may be necessary to resolve such objectionspermits from, if anyand registrations and filings with, as the U.S. Federal Trade CommissionGovernmental Entities, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction (each, a “Government Antitrust Entity”) may assert under relevant antitrust, or competition Laws with respect relating to the transactions contemplated hereby; provided, however, that Buyer, on the one hand, and the Companies, on the other hand, shall each pay 50% of the filing fees in connection therewith. Prior to the Closing Date, each Party shall use commercially reasonable efforts to (a) respond at the earliest practicable date to any requests for additional information made by any Governmental Entity with respect to all filings made under Regulatory Laws, (b) take all actions necessary to cause the waiting periods for all filings made under Regulatory Laws to terminate or expire at the earliest possible date, (c) take or cause to be taken all actions necessary to obtain any appropriate approvals of any Governmental Entity and (d) resist in good faith, at each Party’s respective cost (including, at the sole discretion of Buyer, the institution or defense of Litigation), any assertion that the transactions contemplated hereby constitute a violation of Regulatory Laws or other Laws, all to the end of expediting consummation of the transactions contemplated hereby. However, nothing in this Agreement shall requirerequire that Buyer divest, or be construed to require, either Parent or the Company to proffer to, or agree tolicense, sell or otherwise dispose ofhold separate any of its or its Affiliates’ (including, for this purpose, the Companies’) assets, businesses or properties or enter into a consent decree or assume any other obligations with respect to the ongoing operations of Buyer and/or its Affiliates (including, for this purpose, the Companies). With regard to any Governmental Entity, no Company nor any of its Affiliates or agents, without Buyer’s advance written consent, shall discuss or commit to any divestiture, consent decree or consent agreement, discuss or commit to alter any Company’s businesses or commercial practices in any way, or hold separate and agree otherwise take or commit to sell or otherwise dispose oftake any action that limits Buyer’s freedom of action with respect to any Company, before or after Buyer’s ability to retain any of the Effective Time, any assets, businesses, product lines or assets of any interest in any assets or businesses, of Parent, the Company or any Buyer’s ability to receive the full benefits of their respective Affiliates (or to consent to any offer, sale, disposition, holding or agreement to sell or dispose)this Agreement. Subject to applicable Laws relating to the exchange of information, The Parties shall promptly inform each of the Company and Parent shall keep the other informed of any material communication and provide to the other copies of all correspondence, between it (or its advisors) and from any Government Antitrust Governmental Entity relating to this Agreement or regarding any of the matters described transactions contemplated hereby and shall permit each other to review in advance any proposed communication to any Governmental Entity, subject to applicable Law and provided that the Parties shall not be required to provide to each other with any documents or other materials related to a Party’s valuation of the transactions contemplated by this Section 6.04Agreement. Prior to the Closing Date, Buyer shall use commercially reasonable efforts to consult with the Appointed Agent, and each Company shall use commercially reasonable efforts to consult with Buyer, prior to any meetings, by telephone or in person, with the staff of any Governmental Entity regarding the Company and Parent shall permit the other to review any material communication to be given by it totransactions contemplated hereby, and shall consult with each other in advance of any telephonic calls, meetings or conferences with, any Government Antitrust Entity and, to the extent permittedpracticable, give the other party the opportunity to attend and participate in each Party may have a representative present at any such telephonic calls, meetings or conferences with, any Government Antitrust Entitymeeting.
Appears in 1 contract
