Merger Control Procedures Clause Samples

Merger Control Procedures. (a) The Purchaser shall use its commercially reasonable efforts to ensure that the approvals referred to in Section 6.2(a)(ii) (the “Merger Clearances”) are obtained as soon as possible after the date hereof and that the Vendor is kept reasonably informed of the status of the proceedings before the relevant authorities. In particular, the Purchaser shall: (i) ensure that all filings necessary to obtain the Merger Clearances (the “Merger Filings”) are made as soon as reasonably possible and within five (5) Business Days from the date hereof; provided, however, that the Vendor has provided all requested information to the Purchaser in a timely manner; (ii) respond timely to reasonable information requests to avoid any declaration of incompleteness by the competent merger control authorities, or any other suspension of the time periods for clearance, and shall not, without the prior consent of the Vendor (such consent not to be unreasonably withheld), withdraw any filing made; (iii) prior to submitting any Merger Filing or any subsequent submission, provide to the Vendor or its legal counsel the contents of such Merger Filing and/or submission; and to reasonably, in good faith, take the Vendor’s comments thereon into consideration, provided that such comments are provided to the Purchaser in a timely manner; (iv) to the extent possible without delaying any submission or missing a deadline, inform the Vendor or its legal counsel in advance of any subsequent submissions to allow for sufficient time that is reasonably necessary for the Vendor or its legal counsel to review and comment; (v) inform the Vendor of any relevant communications with any authorities relating to the Merger Clearance and the progress of such Merger Clearance; (vi) not without the prior written approval of the Vendor (such approval not to be unreasonably withheld), agree with the relevant competition and merger control authorities to any suspension or extension of any suspension of the statutory waiting periods; and (vii) for a period of 45 (forty-five) days from the date hereof, not conclude any transaction or agreement to acquire any non-woven wall covering business that might reasonably be expected to delay or make it more difficult to obtain any of the Merger Clearances. (b) Each of the Vendor and the Purchaser agree to use commercially reasonable efforts to obtain all consents and approvals referred to in Section 3.1(g). Each of the Vendor and the Purchaser shall provide such informat...