Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. (a) Each of the Company, Parent and Acquisition Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the Exchange Act and other applicable Legal Requirements with respect to the Offer and the Merger; and (ii) both with respect to such registrations, filings and submissions and otherwise, use commercially reasonable efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of causing the conditions set forth in Annex I to be satisfied and consummating and effectuating the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Acquisition Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, (B) shall use commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement, and (C) to the extent requested or required by any Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex I), shall enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to any assets or operations of the Company or any of its Subsidiaries or any securities of any Subsidiary of the Company that does not constitute an Adverse Regulatory Condition.

Filings; Other Action. (a) Each of the Company, Company Parties and the Parent and Acquisition Sub Parties shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the Exchange Act and other applicable Legal Requirements Law with respect to the Offer Mergers; (ii) use commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the MergerTransactions; and (iiiii) both with respect to such registrations, filings and submissions and otherwise, use commercially reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of causing the conditions set forth in Annex I to be satisfied and consummating and effectuating the Merger and Transactions, including if necessary the divestiture, hold separate or other transactions contemplated by this Agreement. Without limiting the generality disposition of any asset or business of the foregoingParent Parties or the Acquired Companies; provided, each of Parent and Acquisition Sub however, that (A) without the prior written consent of Parent, in no event shall promptly provide all information requested by any Governmental Entity Company Party or any of their Affiliates (x) take any action referenced in clause (iii) above relating to the divestiture, holding separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Offer, Transactions and (B) in no event shall any of the Merger Parent Companies or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the other transactions contemplated by Transactions. Notwithstanding anything to the contrary in this Agreement, (B) nothing in this Section 5.5 or elsewhere in this Agreement shall require the Parent Companies or any of their Affiliates to take or agree to take any action with respect to themselves or any of their Affiliates, including selling, divesting, conveying, holding separate or otherwise limiting their freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interest therein, of any such Parent Company or Affiliates. In the event that any party fails to obtain any such consent or approval, the parties shall use commercially reasonable efforts to promptly takeminimize any adverse effect upon the Company and Parent and their respective Affiliates and business resulting, and cause its Affiliates or which would reasonably be expected to takeresult, all actions and steps necessary after the Partnership Merger Effective Time, from the failure to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement, and (C) to the extent requested or required by any Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex I), shall enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to any assets or operations of the Company or any of its Subsidiaries or any securities of any Subsidiary of the Company that does not constitute an Adverse Regulatory Conditionsuch consent.

Filings; Other Action. (a) Each of the Company, Parent and Acquisition Sub Purchaser shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Offer and the Merger; and (ii) both with respect to such registrations, filings and submissions and otherwise, use their commercially reasonable efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of causing the conditions set forth in Annex I to be satisfied and consummating and effectuating the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Acquisition Sub Purchaser: (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, ; (B) shall use its commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, the U.S. Department of State, the U.S. Department of Defense, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, and (C) to in connection with the extent requested receipt of any necessary approvals or required by any clearances of a Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex Iincluding under the HSR Act), neither Parent nor the Company shall enter be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to the assets, operations or conduct of their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets or operations of Parent, the Company or any of its Subsidiaries or any securities of any Subsidiary of the Company that does not constitute an Adverse Regulatory Conditiontheir respective Subsidiaries.

Filings; Other Action. (aA) Each of the Company, Parent and Acquisition Sub Purchaser shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Offer and the Merger; and (ii) both with respect to such registrations, filings and submissions and otherwise, use their commercially reasonable efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of causing the conditions set forth in Annex I to be satisfied and consummating and effectuating the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Acquisition Sub Purchaser: (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, ; (B) shall use its commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, the U.S. Department of State, the U.S. Department of Defense, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, and (C) to in connection with the extent requested receipt of any necessary approvals or required by any clearances of a Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex Iincluding under the HSR Act), neither Parent nor the Company shall enter be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct into or agree to enter into a voting trust arrangement, proxy arrangement, “"hold separate” " agreement or arrangement or similar agreement or arrangement with respect to the assets, operations or conduct of their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets or operations of Parent, the Company or any of its Subsidiaries or any securities of any Subsidiary of the Company that does not constitute an Adverse Regulatory Conditiontheir respective Subsidiaries.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company and Purchaser shall: (a) Each of the Company, Parent and Acquisition Sub shall: (i) promptly make and effect all registrations, their respective filings and thereafter make any other required submissions required to be made or effected by it pursuant to under the Exchange HSR Act and other applicable Legal Requirements with respect to the Offer and the Mergertransactions contemplated by this Agreement, the License Agreement, the Governance Agreement and the Shareholder Agreements; and (iib) both with respect to such registrations, filings and submissions and otherwise, use commercially all reasonable efforts to promptly take, or cause to be taken, on a timely basisall other action and do, or cause to be done, all other actions necessary things necessary, proper or appropriate for under applicable laws and regulations to consummate and make effective the purpose transactions contemplated by this Agreement, the License Agreement, the Governance Agreement and the Shareholder Agreements as soon as practicable; provided, however, that nothing in this Section 3.3 shall require, or be construed to require, Purchaser to proffer to, or agree to, sell or hold separate and agree to sell, before or after the purchase of causing Shares pursuant to the conditions set forth Offer, any assets, businesses, or interest in Annex I any assets or businesses of Purchaser, the Company or any of their respective affiliates (or to be satisfied consent to any sale, or agreement to sell, by the Company of any of its assets or businesses) or to agree to any material changes or restriction in the operations of any such assets or businesses. Subject to applicable laws relating to the exchange of information, Purchaser and consummating the Company shall have the right to review in advance, and effectuating to the Merger extent practicable each will consult the other on, all the information relating to Purchaser or the Company, as the case may be, and any of their respective subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer and the other transactions contemplated by this Agreement, the License Agreement, the Governance Agreement and the Shareholder Agreements. Without limiting In exercising the generality of the foregoingforegoing right, each of Parent and Acquisition Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, (B) shall use commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement, and (C) to the extent requested or required by any Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex I), shall enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to any assets or operations of the Company or any of its Subsidiaries or any securities of any Subsidiary of the Company that does not constitute an Adverse Regulatory Conditionand Purchaser shall act reasonably and as promptly as practicable.

Filings; Other Action. (aA) Each of the Company, Parent and Acquisition Merger Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the Exchange Act and other applicable Legal Requirements with respect to the Offer and the Merger; and (ii) both with respect to such registrations, filings and submissions and otherwise, use commercially reasonable efforts to take or cause to be taken, on a timely basis, all other actions necessary actions, and to do, or appropriate cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable for the purpose of causing the conditions set forth in Annex I to be satisfied and consummating and effectuating effectuating, in an expeditious manner, the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Acquisition Merger Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, and (B) shall use commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, and nothing in this Agreement shall be deemed to require Parent or any Subsidiary or affiliate of Parent (Cx) to the extent requested or required by any Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex I), shall enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement any divestiture by itself or arrangement or similar agreement or arrangement with respect to any assets or operations of the Company or any of its their respective Subsidiaries or any securities affiliates of shares of capital stock or of any Subsidiary material portion of its or the Company's business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock, or (y) to take any similar or other material action under this Section 4.5 requested by any Governmental Entity that has the authority to enforce any antitrust or competition law and that seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin the consummation of the Company that does not constitute an Adverse Regulatory ConditionMerger.

Filings; Other Action. (a) Each of the Company, Parent and Acquisition Merger Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the Exchange Act and other applicable Legal Requirements with respect to the Offer and the Merger; and (ii) both with respect to such registrations, filings and submissions and otherwise, use commercially reasonable efforts to take or cause to be taken, on a timely basis, all other actions necessary actions, and to do, or appropriate cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable for the purpose of causing the conditions set forth in Annex I to be satisfied and consummating and effectuating effectuating, in an expeditious manner, the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Acquisition Merger Sub (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, and (B) shall use commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, and nothing in this Agreement shall be deemed to require Parent or any Subsidiary or affiliate of Parent (Cx) to the extent requested or required by any Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex I), shall enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement any divestiture by itself or arrangement or similar agreement or arrangement with respect to any assets or operations of the Company or any of its their respective Subsidiaries or any securities affiliates of shares of capital stock or of any Subsidiary material portion of its or the Company’s business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock, or (y) to take any similar or other material action under this Section 4.5 requested by any Governmental Entity that has the authority to enforce any antitrust or competition law and that seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin the consummation of the Company that does not constitute an Adverse Regulatory ConditionMerger.

Filings; Other Action. (aA) Each of the Company, Parent and Acquisition Merger Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Offer and the Merger; and (ii) both with respect to such registrations, filings and submissions and otherwise, use their commercially reasonable efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of causing the conditions set forth in Annex I to be satisfied and consummating and effectuating the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Acquisition Sub Merger Sub: (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, ; (B) shall use its commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, the U.S. Department of State, the U.S. Department of Defense, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, and (C) to in connection with the extent requested receipt of any necessary approvals or required by any clearances of a Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex Iincluding under the HSR Act), neither Parent nor the Company shall enter be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct into or agree to enter into a voting trust arrangement, proxy arrangement, “"hold separate” " agreement or arrangement or similar agreement or arrangement with respect to the assets, operations or conduct of their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets or operations of Parent, the Company or any of its Subsidiaries or any securities of any Subsidiary of the Company that does not constitute an Adverse Regulatory Conditiontheir respective Subsidiaries.