Common use of Notice and Cooperation Clause in Contracts

Notice and Cooperation. Subject to applicable Laws relating to the sharing of information, in connection with obtaining or making all authorizations, consents, orders, approvals or filings that are or may become necessary, proper or advisable to be obtained or made to consummate the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause their respective Subsidiaries to, promptly notify each other of any communication it receives from any Governmental Entity and permit the other party to review in advance any proposed communication by such party to any Governmental Entity and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Entity or members of the staff of any Governmental Entity, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement. In connection with the efforts to obtain all requisite approvals, clearances and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, Parent shall take the lead in directing strategy, subject to reasonable consultation with the Company, in connection with all matters relating to obtaining clearances and approvals from Governmental Entities and the expiration of waiting periods. The Company shall not, and shall cause its Subsidiaries not to, agree to participate in any meeting with any Governmental Entity relating to the matters that are the subject of this Agreement unless it consults with Parent in advance and, to the extent permitted by the relevant Governmental Entity, gives Parent the opportunity to attend and participate at such meeting. Each of Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.03 as “outside counsel only.” Such competitively sensitive material and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from Parent or the Company, as the case may be, or its legal counsel.

Notice and Cooperation. Subject to applicable Laws relating to the sharing of information, in connection with obtaining or making all authorizations, consents, orders, approvals or filings that are or may become necessary, proper or advisable to be obtained or made to consummate the Merger or the other transactions contemplated by this Agreement, each of Parent Buyer and the Company Seller shall, and shall cause their respective Subsidiaries and Affiliates to, promptly notify each other of any communication it receives from any Governmental Entity Authority and permit the other party to review in advance any proposed communication by such party to any Governmental Entity Authority and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representativesrepresentatives, on the one hand, and any Governmental Entity Authority or members of the staff of any Governmental EntityAuthority, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement. In connection with the efforts to obtain all requisite approvals, clearances and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, Parent shall take the lead in directing strategy, subject to reasonable consultation with the Company, in connection with all matters relating to obtaining clearances and approvals from Governmental Entities and the expiration of waiting periods. The Company shall not, and shall cause its Subsidiaries not to, agree to participate in any meeting with any Governmental Entity relating to the matters that are the subject of this Agreement unless it consults with Parent in advance and, to the extent permitted by the relevant Governmental Entity, gives Parent the opportunity to attend and participate at such meeting. Each of Parent Buyer and the Company Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.03 5.2 as “outside counsel only.” Such competitively sensitive material and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from Parent Buyer or the CompanySeller, as the case may be, or its legal counsel. Neither Seller nor Buyer shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry by such Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in such meeting.

Notice and Cooperation. Subject to applicable Laws relating to the sharing of information, in connection with obtaining or making all authorizations, consents, orders, approvals or filings that are or may become necessary, proper or advisable to be obtained or made to consummate the Merger or the other transactions contemplated by this Agreement, each of Parent Buyer and the Company Sellers shall, and shall cause their respective Subsidiaries and Affiliates to, promptly notify each other of any communication it receives from any Governmental Entity Authority and permit the other party to review in advance any proposed communication by such party to any Governmental Entity Authority and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representativesrepresentatives, on the one hand, and any Governmental Entity Authority or members of the staff of any Governmental EntityAuthority, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement. In connection with the efforts to obtain all requisite approvals, clearances and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, Parent shall take the lead in directing strategy, subject to reasonable consultation with the Company, in connection with all matters relating to obtaining clearances and approvals from Governmental Entities and the expiration of waiting periods. The Company shall not, and shall cause its Subsidiaries not to, agree to participate in any meeting with any Governmental Entity relating to the matters that are the subject of this Agreement unless it consults with Parent in advance and, to the extent permitted by the relevant Governmental Entity, gives Parent the opportunity to attend and participate at such meeting. Each of Parent Buyer and the Company Sellers may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.03 5.2 as “outside counsel only.” Such competitively sensitive material and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from Parent Buyer or the CompanySellers, as the case may be, or its legal counsel. If practicable, neither Sellers nor Buyer shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry by such Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate in such meeting.

Notice and Cooperation. Subject to applicable Laws relating to the sharing of information, in connection with obtaining or making all authorizations, consents, orders, approvals or filings that are or may become necessary, proper or advisable to be obtained or made to consummate the Merger or Transfer and the other transactions contemplated by this Agreement, each of Parent and Transferor, the Company and Acquirer shall, and Transferor, the Company and Acquirer shall cause their respective Subsidiaries subsidiaries and Affiliates to, promptly notify each other of any communication it receives from any Governmental Entity Authority and permit outside counsel for the other party to review in advance any proposed communication by such party to any Governmental Entity Authority and shall provide each outside counsel for the other party with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Entity Authority or members of the staff of any Governmental EntityAuthority, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement. In connection with , including a copy of the efforts to obtain all requisite approvals, clearances notification and authorizations for the transactions contemplated report form and attachments filed by this Agreement under the HSR Act or any other Antitrust Law, Parent shall take the lead in directing strategy, subject to reasonable consultation with the Company, each party in connection with all matters relating this Agreement, to obtaining clearances be provided within 5 Business Days of the date hereof. None of Acquirer, Transferor or the Company shall, and approvals from Governmental Entities each of Acquirer and the expiration of waiting periods. The Company shall not, and shall cause its Subsidiaries subsidiaries not to, agree to participate in any meeting with any Governmental Entity Authority relating to the matters that are the subject of this Agreement unless it consults with Parent the Company or Acquirer, as applicable, in advance and, to the extent permitted by the relevant Governmental EntityAuthority, gives Parent the Company or Acquirer, as applicable, the opportunity to attend and participate at such meeting. Each of Parent Acquirer and the Company Transferor may, as each deems they deem advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.03 8.3 as “outside counsel only.” Such competitively sensitive material and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from Parent Acquirer or the CompanyTransferor, as the case may be, or its their legal counsel. Such material may not be redacted.