Filings; Other Actions. (a) The Purchaser and the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act and other applicable Antitrust Laws (the “Antitrust Approval”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining the Antitrust Approval. The Purchaser and the Company shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The Company shall bear (and if initially borne by the Purchaser, shall promptly reimburse the Purchaser for) all filing and other fees in connection with Antitrust Approval, including the filing of the Notification and Report Form pursuant to the HSR Act.
Appears in 1 contract
Filings; Other Actions. (a) The Purchaser and the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act and other applicable Antitrust Laws (the “Antitrust Approval”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining the Antitrust Approval. The Purchaser and the Company shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The Company shall bear (and if initially borne by the Purchaser, shall promptly reimburse the Purchaser for) all filing and other fees in connection with Antitrust Approval, including the filing of the Notification and Report Form pursuant to the HSR Act.
Appears in 1 contract
Filings; Other Actions. (a) The Purchaser Each of the Investor and the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act and other applicable Antitrust Laws (the “Antitrust Approval”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable for it to consummate the transactions contemplated by this AgreementAgreement and the other Transaction Documents and to perform covenants contemplated by this Agreement and the other Transaction Documents. On or prior to the Acceptance Date, including obtaining the Antitrust ApprovalInvestor shall furnish to the Company a fully completed Selling Shareholder Questionnaire attached as Appendix I hereto for use in the preparation of the Registration Statement and all of the information contained therein will be true and correct as of the Closing Date. Unless this Agreement has been terminated pursuant to Section 5.01, the Company shall call a meeting of its shareholders, promptly after the Closing, to vote on proposals (i) to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least 10,000,000,000 shares or such larger (or, in the case of a reverse stock split, smaller) number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the conversion of the Series B Stock, the Series C Stock and the Series D Stock into, and exercise of the TARP Warrant and the warrants granted to THL and WP for, Common Stock and (ii) to approve the conversion of the Series B Stock and the Series D Stock into, and exercise of the warrants granted to THL and WP for, Common Stock in accordance with the respective terms of the Series B Stock, Series D Stock and the warrants granted to THL and WP (collectively, the “Shareholder Proposals”). In addition, promptly following the approval of the Shareholder Proposals described in clauses (i) and (ii) above, the Company shall call a meeting of its shareholders to amend the Articles of Incorporation to adopt certain restrictions on acquisitions and dispositions of securities by persons that hold, or intend to acquire, 5% or more of the value of the Common Stock of the Company, in substantially the form attached hereto as Exhibit C (the “Charter Amendment Proposal”). The Purchaser Company shall also seek approval of the shareholder to effectuate a reverse stock split of the Common Stock at a ratio to be determined by the Board of Directors for the purpose of complying with NASDAQ Listing Rule 5450(a)(1) (the “Reverse Stock Split”). The Board of Directors shall unanimously recommend to the Company’s shareholders that such shareholders approve the Shareholder Proposals, the Charter Amendment Proposal and the Reverse Stock Split. In connection with the meeting to approve the Shareholder Proposals, within fifteen business days following the Acceptance Date, the Company shall prepare and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such shareholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders as promptly as practicable after clearance thereof by the SEC. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its shareholders such an amendment or supplement. The Company agrees promptly to correct any information in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall execute as promptly as practicable prepare and deliver both before mail or otherwise disseminate to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The directors’ recommendation described in this Section 3.01(c) shall be included in the proxy statement filed in connection with obtaining such shareholder approval. In the event that the approval of the Shareholder Proposals are not obtained at such special shareholders’ meeting, the Company shall include a proposal to approve (and, the Board of Directors shall unanimously recommend approval of) the Shareholder Proposals at a meeting of its shareholders no less than once in each subsequent three-month period until such approval is obtained or made, with such three-month period to commence on the date that is 120 days after the Closing such further certificatesDate. Each party agrees, agreements and other documents and take such other actions as upon request, to furnish the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably request to consummate necessary or implement such transactions or to evidence such events or matters.] The Company shall bear (and if initially borne by the Purchaser, shall promptly reimburse the Purchaser for) all filing and other fees advisable in connection with Antitrust Approvalthe proxy statement in connection with such shareholders’ meeting and any other statement, including filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with the filing of Closing and the Notification and Report Form pursuant to other transactions contemplated by the HSR ActTransaction Documents.
Appears in 1 contract
Samples: Subscription Agreement (Sterling Financial Corp /Wa/)
Filings; Other Actions. (a) The Purchaser and During the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following period commencing on the date hereof, of this Agreement and terminating on the approvals earlier to occur of (1) Third Closing and authorizations of, filings and registrations with, and notifications to, or expiration or (2) the termination of any applicable waiting period, under this Agreement in accordance with the HSR Act and other applicable Antitrust Laws provisions hereof (the “Antitrust ApprovalPre-Closing Period”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment each of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining and to perform the Antitrust Approvalcovenants contemplated by this Agreement. The Purchaser and the Company Each party shall execute and deliver both before and after the each Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The . In particular, the Purchaser and the Company shall bear use all reasonable best efforts to, as promptly as reasonably practicable, but in no event later than September 8, 2014, make all filings under the applicable Competition Laws, if any, required for the transactions contemplated hereby, including the issuance of the Purchased Shares to the Purchaser (and the issuance of Ordinary Shares (including, if initially applicable, any non-voting Ordinary Shares pursuant to the Authorizing Resolutions) upon conversion of any Preferred Shares). The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as reasonably practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 4.1. The Purchaser shall promptly furnish the Company, and the Company shall promptly furnish the Purchaser, to the extent permitted by Law, with copies of written communications received by it or its Subsidiaries from any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, under no circumstances shall any Company Group Member be required to (x) make any payment to any person to secure such person’s consent, approval or authorization (excluding any applicable filing fees or other de minimis expenses that are required to be paid by the Company) or (y) proffer to, or agree to, license, dispose of, sell or otherwise hold separate or restrict the operation of any of its assets, operations or other rights. All filing fees and other charges for the filings required pursuant to this Section 4.1 shall be borne by the Purchaser, shall promptly reimburse the Purchaser for) all filing and other fees in connection with Antitrust Approval, including the filing of the Notification and Report Form pursuant to the HSR ActCompany.
Appears in 1 contract
Filings; Other Actions. During the period commencing on the date hereof and terminating on the earlier to occur of (a) The Purchaser the Closing and (b) the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under this Agreement in accordance with the HSR Act and other applicable Antitrust Laws provisions hereof (the “Antitrust ApprovalPre-Closing Period”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment each of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining and to perform the Antitrust Approvalcovenants contemplated by this Agreement. The Purchaser and the Company Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The . In particular, the Purchaser and the Company shall bear use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof (and if initially borne by in any event within ten (10) business days of the Purchaserdate hereof), shall promptly reimburse the Purchaser for) all filing approvals and other fees authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection each case, with Antitrust Approvalrespect to the transactions contemplated hereby, including the filing issuance of Series A Preferred Stock and Common Stock to the Purchaser (including upon conversion of Series A Preferred Stock). Without limiting the foregoing, the Purchaser and the Company shall prepare and file a Notification and Report Form pursuant to the HSR ActAct in connection with the transactions contemplated by this Agreement. The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1. The Purchaser shall promptly furnish the Company, and the Company shall promptly furnish the Purchaser, to the extent permitted by Law, with copies of written communications received by it or its Subsidiaries from any Governmental Entity in respect of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Investment Agreement (Crocs, Inc.)
Filings; Other Actions. (a) The Purchaser Subject to the terms and conditions of this Agreement, each of the Company parties shall use all its reasonable best efforts to obtain or submitconsummate and make effective, as the case may besoon as reasonably possible, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act and other applicable Antitrust Laws (the “Antitrust Approval”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent on the consummation terms specified in this Agreement and the Exhibits hereto, including negotiating in good faith such additional and/or different terms, to the extent required by Law and/or the rules of Nasdaq, so that Purchaser receives the transactions contemplated hereby. rights specified in the Certificate of Designation attached hereto as Exhibit D. Without limiting the foregoingforegoing sentence, following the execution of this Agreement, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the PurchaserCompany, on the one hand, and the CompanyPurchaser, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining and to perform the Antitrust Approvalcovenants contemplated by this Agreement. The Purchaser parties agree to make any necessary filings under the HSR Act no later than ten Business Days after the execution of this Agreement, and the Company payment of any filing fees under the HSR Act (the “HSR Fees”) shall be borne by Purchaser. Such filings shall specifically request early termination of the waiting period under the HSR Act. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The . Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 4.3. Purchaser shall promptly furnish the Company, and the Company shall bear promptly furnish Purchaser, to the extent permitted by applicable Law, with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything else in this Agreement, Purchaser shall use commercially reasonable efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust Law applicable to the Company or the transactions contemplated by this Agreement that may be asserted by any Governmental Entity with respect to the transactions so as to enable the Closing to occur as promptly as practicable (and if initially borne in any event, no later than the Outside Date); provided, however, that Purchaser shall not be required to take any action which may have an adverse material effect on the value or economics (other than the costs and time associated with the exercise of reasonable efforts required by this Section 4.3, including responding to requests for additional information by Governmental Entities) of the transaction for Purchaser, and shall promptly reimburse the Purchaser for) all filing not be required to take any such action unless such action is expressly conditioned upon and other fees in connection with Antitrust Approval, including the filing of the Notification and Report Form pursuant to the HSR Actis only effective after Closing.
Appears in 1 contract
Filings; Other Actions. (a) The Purchaser and Following the Company shall use all reasonable best efforts to obtain or submitMerger Agreement Execution Date, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination each of any applicable waiting period, under the HSR Act and other applicable Antitrust Laws (the “Antitrust Approval”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining and to perform the Antitrust Approvalcovenants contemplated by this Agreement. The Purchaser and the Company Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The . In particular, the Purchaser and the Company shall bear use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the Merger Agreement Execution Date, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (and if initially borne by the Purchaser“HSR Act”), shall promptly reimburse in each case, with respect to the Purchaser for) all filing and other fees in connection with Antitrust Approvaltransactions contemplated hereby, including the filing issuance of Convertible Preferred Stock and Common Stock to the Purchaser (including, in each case, upon conversion of Convertible Preferred Stock). Without limiting the foregoing, to the extent required, the Purchaser and the Company shall prepare and file a Notification and Report Form pursuant to the HSR ActAct in connection with the transactions contemplated by this Agreement. The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1. The Purchaser shall promptly furnish the Company, and the Company shall promptly furnish the Purchaser, to the extent permitted by applicable law, with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.
Appears in 1 contract
Filings; Other Actions. During the period commencing on the date of this Agreement and terminating on the earlier to occur of (a) The Purchaser the Closing and (b) the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under this Agreement in accordance with the HSR Act and other applicable Antitrust Laws provisions of this Agreement (the “Antitrust ApprovalPre-Closing Period”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment each of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will shall cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by that this AgreementAgreement contemplates, including obtaining and to perform the Antitrust Approvalcovenants that this Agreement contemplates. The Purchaser and the Company Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The . In particular, the Purchaser and the Company shall bear use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date of this Agreement (and if initially borne by in any event within ten (10) business days of the Purchaserdate of this Agreement), shall promptly reimburse the Purchaser forapprovals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) all filing and any other fees applicable antitrust Laws, in connection each case, with Antitrust Approvalrespect to the transactions contemplated hereby, including the filing issuance of Series A Preferred Stock and Common Stock to the Purchaser (including upon conversion of Series A Preferred Stock). Without limiting the foregoing, to the extent required, the Purchaser and the Company shall prepare and file a Notification and Report Form pursuant to the HSR ActAct in connection with the transactions that this Agreement contemplates. The Purchaser and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions that this Agreement contemplates. In exercising the foregoing right, each of the parties to this Agreement agrees to act reasonably and as promptly as practicable. Each party to this Agreement agrees to keep the other party apprised of the status of matters referred to in this Section 3.1. The Purchaser shall promptly furnish the Company, and the Company shall promptly furnish the Purchaser, to the extent that Law permits, with copies of written communications that it or its Subsidiaries receives from any Governmental Entity in respect of the transactions that this Agreement contemplates.
Appears in 1 contract
Samples: Purchase Agreement (MRC Global Inc.)
Filings; Other Actions. During the period commencing on the date hereof and terminating on the earlier to occur of (a) The Purchaser the Closing and (b) the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under this Agreement in accordance with the HSR Act and other applicable Antitrust Laws provisions hereof (the “Antitrust ApprovalPre-Closing Period”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment each of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining and to perform the Antitrust Approvalcovenants contemplated by this Agreement. The Purchaser and the Company Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The . In particular, if required, the Purchaser and the Company shall bear use all reasonable best efforts to prepare and submit (and if initially borne by the Purchaser, shall promptly reimburse the Purchaser fori) all filing and other fees in connection with Antitrust Approval, including the filing of the a Notification and Report Form pursuant to the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), as promptly as practicable following the date hereof (and in any event within ten (10) business days of the date hereof) and (ii) all necessary documentation to effect any approvals or terminations of waiting periods, if required, under any foreign antitrust, competition or similar laws as promptly as practicable following the date hereof, in each case with respect to the transactions contemplated hereby, including the issuance of Class A Common Stock. The Purchaser and the Company will use, and will use reasonable best efforts to cause their respective Affiliates to use, reasonable best efforts to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement or the Merger Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement or the Merger Agreement, and each party will keep the other party apprised promptly of the status of filings and applications, including communications with Governmental Entities that cause such party to believe that there is a reasonable likelihood that any necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement and by the Merger Agreement, and to perform the covenants contemplated by this Agreement will not be obtained or that the receipt of any such approval will be delayed, and all other matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other party in advance of any meeting or conference with any Governmental Entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, none of the Purchaser or any of its Affiliates shall be required to accept any onerous condition or mitigation measure imposed upon it that would materially and adversely affect it or its interest in the transactions contemplated by this Agreement, including to commit to or effect, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses, or accept any prohibition or limitation on the ownership or operation of, or any arrangement that would apply to, any of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses. The Company acknowledges and agrees that (x) the Purchaser may not be able to provide certain information regarding and documentation from its ultimate shareholder (being the Singapore Minister for Finance) that may be requested by a Governmental Entity in connection with seeking, making and/or obtaining the applications, notices, petitions, filings, permits, consents, orders, approvals and authorizations contemplated by this Section 3.1 and (y) any failure to provide any such requested information shall not be a breach of this Section 3.1 by the Purchaser.
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Filings; Other Actions. During the period commencing on the date hereof and terminating on the earlier to occur of (a) The Purchaser and the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations withClosing, and notifications to, or expiration or (b) the termination of any applicable waiting period, under the HSR Act and other applicable Antitrust Laws this Agreement in accordance with Section 6.15 (the “Antitrust ApprovalPre-Closing Period”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment each of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining and to perform the Antitrust Approvalcovenants contemplated by this Agreement. The Purchaser and the Company Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The . In addition, the Purchaser and the Company shall bear use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, all filings and registrations with, and all notifications to, or expiration or termination of any applicable waiting period, under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (and if initially borne by the Purchaser, shall promptly reimburse “HSR Act”) with respect to the Purchaser for) all filing and other fees in connection with Antitrust Approvaltransactions contemplated hereby, including the filing issuance of Purchased Shares and shares of Common Stock to the Purchaser (upon conversion of any Series A Preferred Stock). Without limiting the foregoing, the Purchaser and the Company shall, as promptly as practicable following the date hereof (but in no event later than ten (10) Business Days following the date hereof), each prepare and file a Notification and Report Form pursuant to the HSR ActAct in connection with the transactions contemplated by this Agreement. The Purchaser and the Company will each have the right to review in advance, and, to the extent practicable, each will consult with the other, in each case, subject to applicable Laws relating to the exchange of information, concerning, all the information relating to such other party, and any of their respective Affiliates, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. Each party shall keep the other party apprised of the status of the matters referred to in this Section 3.1. The Purchaser shall promptly furnish the Company, and the Company shall promptly furnish the Purchaser, to the extent permitted by Law, with copies of written communications received by it or its Subsidiaries or Affiliates from any Governmental Entity in respect of the transactions contemplated by this Agreement. Each of the Purchaser and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 3.1 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside counsel of the recipient and, subject to any additional confidentiality or joint defense agreement the parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of such materials (the Purchaser or the Company, as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 3.1, materials provided to the other party or its outside counsel may be redacted (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Neither the Purchaser nor the Company shall participate in any substantive meeting with any Governmental Entity in respect of the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate therein or thereat.
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Filings; Other Actions. (a) The Purchaser and the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act and other applicable Antitrust Laws (the “Antitrust Approval”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the PurchaserInvestor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining and to perform the Antitrust Approvalcovenants contemplated by this Agreement. The Purchaser Each of the Investor and the Company shall use commercially reasonable efforts and cooperate with one another with a view to obtaining the consents or approvals of any third parties (other than Governmental Entities) necessary or advisable to consummate the transactions contemplated hereby, provided that neither party shall be required to pay any fees or consideration to any person in order to obtain any such third party consents or approvals. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The . In particular, the parties hereto will use their reasonable best efforts to promptly obtain or submit the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or applicable competition or merger control laws of other jurisdictions. Without limiting the foregoing, the Company and the Investor shall bear (prepare and if initially borne by the Purchaser, shall promptly reimburse the Purchaser for) all filing and other fees in connection with Antitrust Approval, including the filing of the file a Notification and Report Form pursuant to the HSR ActAct promptly after the date of this Agreement. The Investor and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a). The Investor and the Company shall promptly furnish the other with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement (other than any portions thereof that relate to confidential supervisory matters).
Appears in 1 contract
Samples: Investment Agreement (X Rite Inc)
Filings; Other Actions. During the period commencing on the date of the Original Agreement and terminating on the earlier to occur of (a) The Purchaser the Closing and (b) the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under this Agreement in accordance with the HSR Act and other applicable Antitrust Laws provisions hereof (the “Antitrust Approval”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary"Pre-Closing Period"), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation each of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining and to perform the Antitrust Approvalcovenants contemplated by this Agreement. The Purchaser and the Company Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The . In particular, if required, the Purchaser and the Company shall bear use all reasonable best efforts to prepare and submit (and if initially borne by the Purchaser, shall promptly reimburse the Purchaser fori) all filing and other fees in connection with Antitrust Approval, including the filing of the a Notification and Report Form pursuant to the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), as promptly as practicable following the date of the Original Agreement (and in any event within ten (10) business days of the date of the Original Agreement) and (ii) all necessary documentation to effect any approvals or terminations of waiting periods, if required, under any foreign antitrust, competition, or similar laws as promptly as practicable following the date of the Original Agreement , in each case with respect to the transactions contemplated hereby, including the issuance of Class A Common Stock. The Purchaser and the Company will use, and will use reasonable best efforts to cause their respective Affiliates to use, reasonable best efforts to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, and to perform the covenants contemplated by this Agreement. The Purchaser and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement or the Merger Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement or the Merger Agreement, and each party will keep the other party apprised promptly of the status of filings and applications, including communications with Governmental Entities that cause such party to believe that there is a reasonable likelihood that any necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement and by the Merger Agreement, and to perform the covenants contemplated by this Agreement will not be obtained or that the receipt of any such approval will be delayed, and all other matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other party in advance of any meeting or conference with any Governmental Entity in respect of the transactions contemplated by this Agreement.
Appears in 1 contract
Filings; Other Actions. During the period commencing on the date hereof and terminating on the earlier to occur of (a) The Purchaser the Closing and (b) the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under this Agreement in accordance with the HSR Act and other applicable Antitrust Laws provisions hereof (the “Antitrust ApprovalPre-Closing Period”). Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4.6 shall require or obligate the Sponsor and its respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor or any portfolio company (as such term is commonly understood in the private equity industry) or investment each of the Sponsor or of any such investment fund or investment vehicle to propose, negotiation, commit to, or effect, by consent decree, holder separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of the Sponsor or any of its respective Affiliates, Subsidiaries, investment funds, or portfolio companies, in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the transactions contemplated by this Agreement unlawful or would otherwise materially delay or prevent the consummation of the transactions contemplated hereby. Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within ten (10) business days after the date hereof a required Notification and Report Form pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In connection with such undertakings, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the transactions contemplated by this Agreement, including obtaining and to perform the Antitrust Approvalcovenants contemplated by this Agreement. The Purchaser and the Company Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters.] The . In addition, the Purchaser and the Company shall bear use all reasonable best efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (and if initially borne by the Purchaser, shall promptly reimburse the Purchaser for“HSR Act”) all filing and other fees applicable antitrust Laws, in connection each case, with Antitrust Approvalrespect to the transactions contemplated hereby, including the filing issuance of Preference Shares and Common Shares to the Purchaser (upon conversion of Series A Preference Shares). Without limiting the foregoing, the Purchaser and the Company shall each prepare and file a Notification and Report Form pursuant to the HSR ActAct in connection with the transactions contemplated by this Agreement. The Purchaser and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other, in each case, subject to applicable laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1. The Purchaser shall promptly furnish the Company, and the Company shall promptly furnish the Purchaser, to the extent permitted by Law, with copies of written communications received by it or its Subsidiaries from any Governmental Entity in respect of the transactions contemplated by this Agreement. Neither the Purchaser nor the Company shall participate in any substantive meeting with any Governmental Entity in respect of the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate therein or thereat.
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