Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pharmacia & Upjohn Inc), Agreement and Plan of Merger (Pharmacia & Upjohn Inc), Agreement and Plan of Merger (Monsanto Co)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company and Parent shall use its reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement make effective as soon promptly as practicable after the date hereof, Transactions (including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and Filings (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form including Filings pursuant to the HSR Act and Filings that may be required by TD Bank in order to be permitted to receive the Merger Consideration) (and, absent the prior written consent of the other party, not withdrawing any such Filings) and resubmitting any such Filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority and (ii) using reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to obtain all Consents required to be obtained from any Governmental Authority or other Regulatory Law (as defined in Section 5.4(bThird Party that are necessary, proper or advisable to consummate the Transactions)) with respect to . To the transactions contemplated hereby extent permitted by Applicable Law, the Company and Parent shall deliver as promptly as practicable after to the date hereof and to supply as promptly as practicable appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to by any Governmental Authority in connection with the HSR Act and any other Regulatory Law and to take all other actions necessary to cause Transactions. Without limiting the expiration or termination foregoing, none of the applicable Company or Parent or their respective controlled Affiliates shall extend any waiting periods period or comparable period under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition ofAntitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, any assets except with the prior written consent of PNUthe other party (which shall not be unreasonably withheld, Monsanto conditioned or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiariesdelayed), taken together, after giving effect to the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Schwab Charles Corp), Agreement and Plan of Merger (Td Ameritrade Holding Corp), Voting and Support Agreement
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable reasonably possible after the date hereofof this Agreement (and in any event no later than the Outside Date), including (i) preparing and filing as promptly as practicable all documentation documents to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvalsauthorizations, permits, Tax rulings approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions permits contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary or advisable to make all necessary filings and obtain all such material consents, clearances, waivers, licenses, orders, registrations, permits, authorizations, Tax rulingsapprovals and permits (including providing all necessary information and documentary material and providing personnel as necessary to attend any regulatory meetings, orders and approvalshearings or other proceedings). In furtherance and not in limitation of the foregoing, each party hereto of the Company, Parent and Merger Sub agrees to make make, as promptly as reasonably practicable after the date of this Agreement and in any event within twenty-five (25) days of the date of this Agreement, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, (B) appropriate filings required by the Transaction Approvals and (C) all other necessary filings with any other Regulatory Law (as defined in Section 5.4(b)) Governmental Entity with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be reasonably requested pursuant to the HSR Act and any other Regulatory Law such requirements and to take all other actions necessary use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as and the receipt of the Transaction Approvals to occur in the most expeditious manner practicable. Nothing in this Section 5.4 shall require any The Company and Parent will each request early termination of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect waiting period with respect to the MergerMerger under the HSR Act.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Specialty Underwriters Alliance, Inc.), Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (Tower Group, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to use its reasonable best efforts to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained by such Party from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions and (ii) taking using its reasonable best efforts to take all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Warner Chilcott LTD), Agreement and Plan of Merger (Actavis PLC)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreementhereof, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all shall use its reasonable steps as may be necessary best efforts to obtain all such material consents, waivers, licenses, registrations, permits, authorizationsconsents and approvals and to effect all registrations, Tax rulingsfilings and notices with or to third parties or governmental or public bodies or authorities which are necessary or reasonably appropriate in connection with the transactions contemplated by this Agreement, orders and approvalsincluding, without limitation, filings to the extent required under the Exchange Act. In furtherance addition, Harcourt, NEC, SVAC and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of Company shall timely file with the Securities and Exchange Commission (the "Commission") a Notification and Report Form pursuant to Schedule 13E-3 (the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)"Schedule 13E-3") with respect to the transactions contemplated hereby Merger and disseminate to stockholders such information as promptly as practicable after is required by Rule 13e-3 under the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Exchange Act and as is required in an information statement under Regulation 14C under the Exchange Act (the "Information Statement"). None of the information supplied by Harcxxxx, XXC and SVAC, on the one hand, or the Company on the other hand, for inclusion in the Schedule 13E-3 or Information Statement, in any other Regulatory Law information disseminated to stockholders or in any amendments or supplements thereto, will, at the respective times such Schedules 13E-3, Information Statement or amendments are filed with the Commission or such information is mailed to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading. The Schedule 13E-3 and Information Statement will comply as to form in all material respects with all applicable provisions of the Exchange Act. Harcourt, NEC, SVAC and the Company shall promptly correct any information in the Schedule 13E-3 or Information Statement that shall have become false or misleading and take all other actions steps necessary to cause the expiration Schedule 13E-3 and Information Statement as so corrected to be filed with the Commission, as and to the extent required by applicable law. If at any time after the Effective Time any further action is necessary or termination desirable to carry out the purposes of this Agreement, the proper officers or directors of each of the applicable waiting periods under parties hereto shall take such action. (b) Harcxxxx, XXC and SVAC hereby agree to cause their respective affiliates who are directors, officers, stockholders and/or employees of the HSR Act as soon as practicable. Nothing Company to use their best efforts (to the extent reasonably within their power or ability) to cause the Company to honor the representations, warranties, covenants and agreements made by the Company in this Section 5.4 shall require any Agreement and to take such actions necessary in furtherance, and not in contravention, of PNU such representations, warranties, covenants and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.agreements. SECTION 4.4
Appears in 3 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Steck Vaughn Publishing Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Steck Vaughn Publishing Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Steck Vaughn Publishing Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax filings and Tax ruling requests and other documents and to obtain as promptly as practicable all Grizzly Approvals and Burgundy Approvals and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (collectively, the “Approvals”), (ii) taking all reasonable steps as may be necessary to obtain all Approvals (including Grizzly providing a guarantee of Spinco’s obligations as reasonably necessary to obtain such material consentsApprovals) and (iii) taking reasonable efforts to share information protected from disclosure under the attorney-client privilege, waiverswork product doctrine, licensesjoint defense privilege or any other privilege pursuant to this Section 8.7 in a manner so as to preserve the applicable privilege. Notwithstanding anything to the contrary in this Section 8.7, registrations, permits, authorizations, Tax rulings, orders and approvalsmaterials provided to the other party or its outside counsel may be redacted to remove references concerning valuation. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any other Regulatory Law event within 20 Business Days after the date hereof, (as defined ii) appropriate filings, if any are required, with foreign regulatory authorities in Section 5.4(baccordance with applicable competition, merger control, antitrust, investment or similar applicable Laws, including the Competition Act (“Foreign Competition Laws”)) , with respect to the transactions contemplated hereby as promptly as practicable after and (iii) all other necessary filings with other Governmental Authorities relating to the date hereof and Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such applicable Laws or by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Approvals under such other applicable Laws or from such authorities as soon as practicable. Nothing In connection with and without limiting the foregoing, each of Grizzly and Merger Sub, on the one hand, and Burgundy and Spinco, on the other hand, shall, in connection with the efforts referenced in this Section 5.4 shall require 8.7 to obtain all Approvals, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified mannerany communication received by such party from, or agree to sellgiven by such party to, hold separate or otherwise dispose the Antitrust Division of or conduct their business in a specified mannerthe Department of Justice (the “DOJ”), or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or Federal Trade Commission (the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity “FTC”) or any other Person Governmental Authority and of any material communication received or for given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby (and in each case, if any such communication is in writing, share a copy with the other party) and (iii) permit the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, the DOJ, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other reasonPerson, if and to the extent permitted by the DOJ, the FTC or such sale, holding separate other applicable Governmental Authority or other disposition or Person, give the conduct of their business other party the opportunity to attend and participate in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco such meetings and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerconferences.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Georgia Gulf Corp /De/), Agreement and Plan of Merger (Georgia Gulf Corp /De/), Agreement and Plan of Merger (PPG Industries Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws laws, rules and regulations and otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and shall use its reasonable best efforts to obtain all necessary actions or non-actions, extensions, waivers, permits, consents and approvals and to effect all registrations, filings and notices with or to third parties or governmental or public bodies or authorities that are necessary or desirable in connection with the transactions contemplated by this Agreement except in each such case to the extent that the applicable Board may determine in good faith, after receiving advice from its outside counsel, that any such action could reasonably be expected to be a breach of the directors' fiduciary duties under applicable law. The Company will cooperate with Parent and Subsidiary in supplying all information reasonably requested in connection with any due diligence investigation by Parent or its lenders. Notwithstanding the foregoing, nothing in this Section 6.6 shall require, or be construed to require, Parent, Subsidiary or the Company, in connection with the receipt of any regulatory approval, to proffer or agree (i) to sell or hold separate or agree to sell, divert or discontinue or to limit, before or after the Effective Time any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective affiliates (or to consent to any sale or agreement to sell or discontinuance or limitation by Parent or the Company, as the case may be, of any of its assets or business) or (ii) taking all reasonable steps as may be necessary to obtain all agree to any conditions relating to, or changes or restriction in, the operations of any such material consentsasset or business which, waiversin either case, licenses, registrations, permits, authorizations, Tax rulings, orders is reasonably likely to materially and approvalsadversely impact the economic or business benefits to such party of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination covenants of the applicable waiting periods under the HSR Act as soon as practicable. Nothing parties contained in this Section 5.4 6.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any antitrust law, each of the parties shall require cooperate in all respects with each other and use its reasonable best efforts to contest and resist any of PNU such action or proceeding, and its Subsidiaries to have vacated, lifted, reversed or Monsanto and its Subsidiaries to selloverturned any decree, hold separate or otherwise dispose of or conduct their business in a specified mannerjudgment, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate injunction or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified mannerorder, whether as a condition temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts any transaction contemplated by this Agreement, and to obtaining resolve any approval from a Governmental Entity challenge or objection raised by any other Person governmental authority or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerprivate party.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (Trident International Inc), Agreement and Plan of Merger (Trident International Inc)
Reasonable Best Efforts. (a) Subject Notwithstanding anything in this Agreement to the terms and conditions of this Agreementcontrary, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party parties hereto agrees agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any to make all other Regulatory Law (as defined in Section 5.4(b)) filings required by applicable foreign Antitrust Laws with respect to the transactions contemplated hereby Transactions as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) Business Days after the date hereof Agreement Date) and to supply as promptly as practicable any additional information and documentary material that may be requested required pursuant to the HSR Act or any other Antitrust Law. The parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. Without limiting the foregoing, the parties hereto agree (i) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iii) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of such communication, and (iv) to provide each other with copies of all written communications from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, the Parent agrees, and shall cause each of its Subsidiaries and Affiliates, to use reasonable best efforts to take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Regulatory Law federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”), and to take enable all waiting periods under applicable Antitrust Laws to expire, and to use reasonable best efforts to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger and the other Transactions to occur prior to the End Date, including but not limited to (x) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity, and (y) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party hereto to consummate the Transactions and taking any and all other actions necessary to cause prevent the expiration entry, enactment or termination of promulgation thereof. Notwithstanding anything to the applicable waiting periods under the HSR Act as soon as practicable. Nothing contrary in this Section 5.4 6.8(a), in no event shall require any of PNU and its Subsidiaries Parent or Monsanto and its Subsidiaries the Purchaser be required to selloffer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise dispose of or conduct their business in a specified mannerotherwise, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate divestiture, license or other disposition ofof any of the capital stock, any assets assets, rights, products or businesses of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation Parent and its Subsidiaries), taken together, after giving effect . Each party shall bear its own expenses and costs incurred in connection with any HSR Act filings or other such competition filings and submissions which may be required by such party for the consummation of the Merger and the other Transactions pursuant to the Mergerthis Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (COV Delaware Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party of the parties will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance The parties agree that any costs and not in limitation expenses of obtaining such consents, waivers, licenses, registrations, permits, authorizations, orders and approvals shall be borne by the Company, including any costs and expenses related obtaining a consent, waiver or other approval of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant parties to the HSR Act Company's Third Amended and any other Regulatory Law (Restated Investor Rights Agreement, dated April 28, 2000, as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to amended (the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable"Existing Investors' Rights Agreement"). Nothing in this Agreement (including this Section 5.4 6.1) shall require Purchasers to amend any of PNU Transaction Documents or enter into any additional agreements in order to obtain any consents, waivers, licenses, registrations, permits, authorizations, orders and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerapprovals contemplated above.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Williams Communications Group Inc), Stock Purchase Agreement (Touch America Holdings Inc), Stock Purchase Agreement (Ibeam Broadcasting Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement and the fiduciary responsibilities of the Board of Directors of the Company, each party will of the Company, Parent and Sub agrees to use its reasonable best efforts to cause the consummation of the Merger to occur as soon as practicable. Without limiting the foregoing, (i) each of the Company, Parent and Sub agree to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to do, each other in connection with any such requirements imposed upon any of them or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate any of their Subsidiaries in connection with the Merger and (ii) each of the other transactions contemplated by this Agreement as soon as practicable after the date hereofCompany, including (i) preparing Parent and filing as promptly as practicable all documentation to effect all necessary applicationsSub shall, noticesand shall cause its Subsidiaries to, petitions, filings, tax ruling requests and other documents and use its reasonable best efforts to obtain as promptly as practicable all consents(and shall cooperate with each other in obtaining) any consent, waiversauthorization, licensesorder or approval of, ordersor any exemption by, registrations, approvals, permits, Tax rulings and authorizations necessary any Governmental Entity or advisable other public or private third party required to be obtained from or made by Parent, Sub, the Company or any third party and/or of their Subsidiaries in connection with the Merger or the taking of any Governmental Entity in order action contemplated thereby or by this Agreement. In connection with any action to be taken by Parent, the Company or any of its respective Subsidiaries to consummate the Merger or any of the other transactions contemplated by in this Agreement and (ii) taking all reasonable steps as may be necessary Agreement, the Company shall not, without Parent's prior written consent, commit to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation any divestiture of assets or businesses of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU Company and its Subsidiaries if such divested assets and/or businesses are material to the assets or Monsanto profitability of the Company and its Subsidiaries taken as a whole; and neither Parent nor any of its Subsidiaries shall be required to sell, divest or hold separate or otherwise dispose take or commit to take any action that materially limits its freedom of or conduct their business in a specified manneraction with respect to, or agree its ability to sellretain, hold separate the Company or otherwise dispose any of the businesses or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto Parent or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or that would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including Parent or the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Zilog Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofof this Agreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the “Required Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders Necessary Consents and approvalsthe Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto of Valero and Premcor agrees (i) to make (A) as promptly as practicable, but in any event prior to May 9, 2005, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby hereby, and (B) as promptly as practicable after all other necessary filings with other Governmental Entities relating to the date hereof Merger, and to supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act and any other Regulatory Law such laws or by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicablepracticable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party (which shall not be unreasonably withheld or delayed). Nothing Notwithstanding anything to the contrary in this Section 5.4 shall require Agreement, neither Valero nor Premcor nor any of PNU and its their respective Subsidiaries or Monsanto and its Subsidiaries shall be required (1) to sell, hold separate (including by trust or otherwise dispose of otherwise) or conduct their business in a specified mannerto divest, or agree to sell, hold separate or otherwise dispose divest, any of their respective businesses or conduct their business in a specified mannerassets (including, without limitation, any refinery or related assets) or any interest therein, or permit the sale, holding separate (2) to take or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition agree to obtaining any approval from a Governmental Entity or take any other Person action or for agree to any other reasonlimitation, if such sale, holding separate restriction or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would condition that could reasonably be expected to have a Material Adverse Effect on Newco Valero or Premcor or substantially impair the benefits to Valero expected, as of the date of this Agreement, to be realized from consummation of the Merger, and its Subsidiaries (including neither Valero nor Premcor shall be required to agree to take any action that is not conditional on the Surviving Corporation and its Subsidiaries), taken together, after giving effect to consummation of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Premcor Inc), Agreement and Plan of Merger (Valero Energy Corp/Tx)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 Agreement shall require any of PNU Parent and its Subsidiaries or Monsanto the Company and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUParent, Monsanto the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Newco Parent and its Subsidiaries Subsidiary (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Apco Argentina Inc/New)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and make effective the other Transactions, including the transactions contemplated by this Agreement set forth in Schedule 6.2(a) hereto (the “Restructuring Transactions”), as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions (including those set forth in Section 6.2(a)(i) of the Company Disclosure Letter or Section 6.2(a)(i) of the Parent Disclosure Letter) and (ii) taking all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties). Each Party agrees to supply, as promptly as practicable after the date hereof and to supply as promptly as practicable advisable, any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Towers Watson & Co.), Agreement and Plan of Merger (Willis Group Holdings PLC)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Company and Parent will use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto of Parent and Company agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and any to make such other Regulatory Law (filings as defined are required under laws, rules and regulations in Section 5.4(b)foreign jurisdictions governing antitrust or merger control matters) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (or pursuant to such foreign laws, rules or regulations) and any other Regulatory Law and (ii) to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (and to obtain the necessary approvals under such foreign laws, rules or regulations) as soon as practicable. Nothing , including, in this Section 5.4 shall require the case of Parent, entering into any of PNU and its Subsidiaries required settlement, undertaking, consent decree or Monsanto and its Subsidiaries to sellstipulation with any Governmental Entity or implementing any required divestiture, hold separate or otherwise similar transaction with respect to any assets; provided, that, Parent shall not be required to agree, and the Company shall not agree without Parent's consent, to waive any substantial rights or to accept any substantial limitation on its operations or to dispose of or conduct their business any significant assets in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to connection with obtaining any approval from a Governmental Entity such consent or any other Person authorization unless such waiver, limitation or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is would not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco the Company, Parent or Parent's food business, and its Subsidiaries (including provided, further, that at Parent's written request, the Surviving Corporation Company shall agree to any such waiver, limitation or disposal, which agreement may, at the Company's option, be conditioned upon and its Subsidiaries), taken together, after giving effect to effective only as of the MergerEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nabisco Inc), Agreement and Plan of Merger (Philip Morris Companies Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable laws and regulations to consummate cause the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain as promptly as practicable all consents(including any required or recommended filings under applicable Antitrust Laws), waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material approvals, consents, waivers, licenses, registrations, permits, authorizationsauthorizations and other confirmations from any Governmental Authority or Third Party necessary, Tax rulingsproper or advisable to consummate the Transactions. For purposes hereof, orders “Antitrust Laws” means the Shermax Xxx, as amended, the Claytox Xxx, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and approvalsall other applicable Laws issued by a United States or federal Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. In furtherance Except as provided in Section 5.14 (and not subject to Section 5.7), the parties acknowledge and agree that (i) neither the Company nor the Shareholders shall be required to expend any funds (other than the fees, costs and expenses of its advisors, accountants or counsel related thereto which shall be paid in limitation all events by such party) in order to obtain any consents required by or requested from Third Parties in connection with the consummation of the foregoingTransactions, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to (ii) the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to Company shall not, without the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination prior written consent of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require Purchaser, expend or commit to expend any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified mannerfunds, or agree enter into or amend any Contract in order to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, obtain any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerThird Party consent.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American Airlines Inc), Stock Purchase Agreement (Amr Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 5.4(a) shall require any of PNU AHP and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUAHP, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (American Home Products Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will Diamond shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate complete the Merger and (as defined in the other transactions contemplated by Merger Agreement) in accordance with the terms of the Merger Agreement (for the avoidance of doubt this does not include any obligation to waive any closing condition or amend any term of the Merger Agreement), including using reasonable best efforts to complete the Merger on the same day Diamond or its subsidiaries receive the Special Dividend. Diamond further agrees that it will not terminate the Merger Agreement as soon as practicable after pursuant to section 6.01(a) of the Merger Agreement without the prior written consent of the Company. The Company agrees that the Board of Directors shall not terminate, modify or rescind the resolutions relating to the declaration of the Special Dividend adopted on the date hereof, including ; provided that nothing herein shall (x) limit the Board of Directors from taking any other action it determines necessary in the exercise of its fiduciary duties under applicable law or (y) require any waiver or modification of any condition to the payment of the Special Dividend set forth in such resolutions. This letter agreement shall terminate on the earlier of (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any 10 year anniversary of the other transactions contemplated by this Agreement date hereof and (ii) taking all reasonable steps as the date that no shares of Class A Common Stock, or any other class or series of securities into which such shares may convert or otherwise become, remain outstanding (other than shares beneficially owned, directly or indirectly, by Diamond and its affiliates). No provision of this Agreement may be necessary to obtain all such material consentsamended, waiversmodified or waived except by a written instrument signed by Diamond and the Company; provided that any amendment, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation modification or waiver of this Agreement shall require the prior written approval of a special committee of the foregoing, each party Board of Directors comprised solely of independent and disinterested directors. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely in such state. Each of the parties hereto agrees hereby irrevocably and unconditionally consents to make an appropriate filing of a Notification and Report Form pursuant submit to the HSR Act exclusive jurisdiction of the Court of Chancery of the State of Delaware for any action arising out of or relating to this letter agreement and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby hereby. [Signature Page Follows] Sincerely, DELL TECHNOLOGIES INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer Accepted and agreed to as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicablefirst date written above: VMWARE, INC. Nothing in this Section 5.4 shall require any of PNU By: /s/ Xxx Xxxxxxxxxx Olli Name: Xxx Xxxxxxxxxx Olli Title: Senior Vice President and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.General Counsel
Appears in 2 contracts
Samples: Dell Technologies Inc, Vmware, Inc.
Reasonable Best Efforts. (a) Subject to the terms fiduciary duties of their respective officers and conditions of this Agreementdirectors, each party LTC and PLL will cooperate and use its their respective reasonable best efforts to take, or cause to be taken, all actions appropriate actions, and to domake, or cause to be donemade, all things filings necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after Agreement, including, without limitation, their respective reasonable best efforts to obtain, prior to the date hereofClosing Date, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, ordersPermits, registrationsconsents, approvals, permitsauthorizations, Tax rulings qualifications and authorizations orders of Governmental Authorities and parties to Contracts with LTC as are necessary to consummate the transactions contemplated by the Agreement and to fulfill the conditions to the sale contemplated hereby. The parties will pay or advisable cause to be obtained from paid all of their own fees and expenses contemplated by this Section, including but not limited to the fees and expenses of any third party and/or broker, finder, financial advisor, legal advisor or similar person engaged by such party. Notwithstanding any Governmental Entity other provision hereof, in no event will PLL or any of its Affiliates be required to (a) enter into or offer to enter into any divestiture hold-separate, business limitation or similar agreement or undertaking in connection with this Agreement or the transactions contemplated hereby, (b) institute or defend any litigation or other legal proceeding, whether judicial or administrative, including, without limitation, seeking to have any stay or temporary restraining order vacated or reversed, or (c) incur any liability or make any payment in connection with any consent or approval or condition to Closing set forth in any subsection of Section 8.1 in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation Each of the foregoing, each party hereto agrees parties will notify and keep the other advised in reasonable detail as to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined such party's efforts in Section 5.4(b)) complying with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods its obligations under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger7.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lithium Technology Corp), Agreement and Plan of Merger (Lithium Technology Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws this Agreement and regulations Applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals (as defined herein) and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (A) to make make, as promptly as practicable, to the extent it has not already done so, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after (which filing shall be made in any event within ten (10) Business Days of the date hereof hereof) and (B) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law or by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all such consents, waivers, orders, approvals, permits, rulings, authorizations and clearances from such authorities as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Foxhollow Technologies, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company and Parent shall use its reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement make effective as soon promptly as practicable after the date hereof, Transactions (including (i) preparing and filing filing, as promptly as practicable practicable, with any Governmental Authority or other Third Party all documentation to effect all necessary applicationsFilings (including Filings pursuant to the HSR Act, noticeswhich such Filings pursuant to the HSR Act shall be made within fifteen (15) Business Days after the date of this Agreement) (and, petitionsabsent the prior written consent of the other party, filingsnot withdrawing any such Filings) and resubmitting any such Filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority and (ii) using reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, tax ruling requests and other documents and in which case, such different standard shall apply) to obtain obtain, as promptly as practicable practicable, all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable Consents required to be obtained from any third party and/or any Governmental Entity in order Authority or other Third Party that are necessary, proper or advisable to consummate the Merger or any of Transactions). To the other transactions contemplated extent permitted by this Agreement Applicable Law, the Company and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Parent shall deliver as promptly as practicable after to the date hereof and to supply as promptly as practicable appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to by any Governmental Authority in connection with the HSR Act and any other Regulatory Law and to take all other actions necessary to cause Transactions. Without limiting the expiration or termination foregoing, none of the applicable Company or Parent or their respective Affiliates shall extend any waiting periods period or comparable period under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition ofAntitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, any assets except with the prior written consent of PNUthe other party (which shall not be unreasonably withheld, Monsanto conditioned or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiariesdelayed), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (E Trade Financial Corp), Agreement and Plan of Merger (Morgan Stanley)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations law to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including including, without limitation, (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any or Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions, and (ii) taking all reasonable steps as may be necessary necessary, subject to the limitations in this Section 7.2, to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not Notwithstanding anything to the contrary in limitation this Agreement, no member of the foregoingBelpointe REIT Group may, each party hereto agrees without the prior written consent of Belpointe PREP, become subject to, consent to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and or offer or agree to, or otherwise take any other Regulatory Law (as defined in Section 5.4(b)) action with respect to, any requirement, condition, limitation, understanding, agreement or order to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to (x) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or conduct their portion of business of any member of the Belpointe REIT Group, (y) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of any member of the Belpointe REIT Group in a specified any manner, or agree to sell(z) impose any restriction, hold separate requirement or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned limitation on the Closing operation of the business or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including portion of the Surviving Corporation and its Subsidiaries), taken together, after giving effect to business of any member of the MergerBelpointe REIT Group.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Belpointe REIT, Inc.), Agreement and Plan of Merger (Belpointe PREP, LLC)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions and (ii) taking all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mallinckrodt PLC), Agreement and Plan of Merger (Questcor Pharmaceuticals Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions provisions of this Agreement, each of Powertel and VoiceStream agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party will or parties in doing, all things necessary, proper or advisable, to consummate and make effective, in the most expeditious manner practicable, the Reorganization and the other transactions contemplated by this Agreement; provided, however, that neither VoiceStream nor any of the VoiceStream Subsidiaries shall be required, nor, without the consent of VoiceStream, shall Powertel or the Powertel Subsidiaries be permitted, to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to Powertel, VoiceStream or any of their respective Subsidiaries or any -34- 39 material portion of the assets of Powertel, VoiceStream or any of their respective Subsidiaries or any of the business, product lines, or assets of Powertel, VoiceStream or any of their respective Subsidiaries. Without limiting the foregoing, (i) each of Powertel and VoiceStream agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself or its Subsidiaries with respect to the Reorganization (which actions shall include furnishing all information required under the HSR Act and all actions required in connection with approvals of or filings with the FCC, state public utility or service commissions or similar agencies and any other Governmental Entity) and shall promptly cooperate with and furnish information to doeach other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Reorganization, (ii) each of Powertel and VoiceStream shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or cause any exemption by, the FCC, state public utility or service commissions or similar agencies and any other Governmental Entity or other public or private third party required to be doneobtained or made by VoiceStream, Powertel or any of their Subsidiaries in connection with the Reorganization or the taking of any action contemplated thereby or by this Agreement, (iii) VoiceStream shall maintain Sub as a wholly-owned VoiceStream Subsidiary, with no voting or approval rights outstanding other than those held by VoiceStream, and VoiceStream shall cause Sub to approve, and shall vote all things necessarysecurities and give all approvals necessary for Sub to approve, proper the Reorganization, and (iv) each party will use its reasonable best efforts to oppose entry or advisable under applicable laws and regulations lift the effects of any injunction or other order adversely affecting the ability of any party hereto to consummate the Merger and transactions contemplated hereby to prevent, with respect to any threatened or such injunction or other order, the issuance or entry thereto, provided however, that notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by VoiceStream, Powertel or any of their respective Subsidiaries to consummate the Reorganization or the other transactions contemplated by in this Agreement as soon as practicable after Agreement, Powertel shall not, without VoiceStream's prior written consent, commit to any divestiture of assets or businesses of Powertel and the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party Powertel Subsidiaries if such divested assets and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such businesses are material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act assets or profitability of Powertel and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Powertel Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether taken as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerwhole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Powertel Inc /De/), Agreement and Plan of Reorganization (Voicestream Wireless Corp /De)
Reasonable Best Efforts. (a) Subject to Sections 5.2, 7.1(b) and 7.1(c), the terms Company and conditions of this Agreement, Parent shall each party will cooperate with the other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, promptly (i) take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofpracticable, including (i) including, without limitation, preparing and filing as promptly as practicable and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to (ii) obtain as promptly soon as practicable all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or any Governmental Entity in order or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the Merger or any of and the other transactions contemplated by this Agreement. The Company and Parent shall submit the notifications required under the HSR Act relating to the Merger within ten (10) Business Days of the date of this Agreement and (ii) taking all reasonable steps shall prepare and file such other materials as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and required under any other Regulatory Law (as defined in Section 5.4(b)) applicable Antitrust Laws with respect to the transactions contemplated hereby Merger in the jurisdictions set forth on Section 7.1 of the Company Disclosure Schedules as promptly as practicable after practicable. Prior to Closing, and subject to applicable laws relating to the date hereof exchange of information, the Company and Parent shall each keep the other apprised of the status of matters relating to supply as the completion of the Merger and work cooperatively in connection with obtaining all required approvals or consents of any governmental agency, body, authority or entity in connection with the Merger. The Company and Parent shall have the right to review in advance, and each will consult the other to provide any necessary information with respect to all filings made with, or written materials submitted to, any third party and/or any governmental agency, body, authority or entity in connection with the Merger and the other transactions contemplated by this Agreement. The Company and Parent shall each promptly as practicable inform the other party, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any additional information communication from any governmental agency, body, authority or entity regarding the Merger, and documentary material provide the other party with the opportunity to participate in any meeting with any governmental agency, body, authority or entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby; provided that notwithstanding anything to the contrary in this Section 7.1, Parent shall have the principal responsibility for determining and implementing the strategy for obtaining any necessary antitrust clearance, consents or approvals (including with respect to timing and potential ways to address any concerns that may be requested pursuant raised) and shall lead and direct all submissions to, meetings, negotiations and communications with any governmental agency, body, authority or entity or other party in connection with antitrust matters with respect to any Antitrust Law, and shall do so in a manner reasonably designed to obtain any such clearance, consents or approvals prior to the HSR Act and End Date; but provided, further, that the foregoing shall not limit in any other Regulatory Law and respect any party’s obligations under this Agreement. If either party receives a request for additional information or documentary material from any governmental agency, body, authority or entity with respect to take all other actions necessary the Merger, then such party will use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified mannermake, or agree cause to sellbe made, hold separate or otherwise dispose of or conduct their business promptly and after consultation with the other party, an appropriate response in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition compliance with such request. Subject to obtaining any approval from a Governmental Entity applicable laws or any other Person request made by any applicable governmental agency, body, authority or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries entity (including the Surviving Corporation and its Subsidiariesstaff thereof), taken togetherthe Company and Parent shall each furnish to each other copies of all correspondence, after giving effect filings and written communications between it and any such governmental agency, body, authority or entity with respect to this Agreement and the Merger, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of filings or submissions of information to any such governmental agency, body, authority or entity; provided that materials provided pursuant to this Section 7.1(a) may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual obligations, and (iii) as necessary to address reasonable privilege concerns.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Noble Energy Inc), Agreement and Plan of Merger (Noble Energy Inc)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreementhereof, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all shall use its reasonable steps as may be necessary best efforts to obtain all such material consents, waivers, licenses, registrations, permits, authorizationsconsents and approvals and to effect all registrations, Tax rulingsfilings and notices with or to third parties or governmental or public bodies or authorities which are necessary or reasonably appropriate in connection with the transactions contemplated by this Agreement, orders and approvalsincluding, without limitation, filings to the extent required under the Exchange Act. In furtherance addition, NDHA and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of Company shall timely file with the Securities and Exchange Commission (the “Commission”) a Notification and Report Form pursuant to Schedule 13E-3 (the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)“Schedule 13E-3”) with respect to the transactions contemplated hereby Merger and disseminate to members such information as promptly as practicable after is required by Rule 13e-3 under the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Exchange Act and as is generally required in a proxy statement under Regulation 14A under the Exchange Act (the “Proxy Statement”). None of the information supplied by NDHA, on the one hand, or the Company on the other hand, for inclusion in the Schedule 13E-3 or Proxy Statement, in any other Regulatory Law information disseminated to members or in any amendments or supplements thereto, will, at the respective times such Schedules 13E-3, Proxy Statement or amendments are filed with the Commission or such information is mailed to members, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading. The Schedule 13E-3 will comply as to form in all material respects with all applicable provisions of the Exchange Act. NDHA and to the Company shall promptly correct any information in the Schedule 13E-3 or Proxy Statement that shall have become false or misleading and take all other actions steps necessary to cause the expiration Schedule 13E-3 and Proxy Statement as so corrected to be filed with the Commission, as and to the extent required by applicable law. If at any time after the Effective Time any further action is necessary or termination desirable to carry out the purposes of this Agreement, the proper officers or directors of each of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 parties hereto shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if take such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.action
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novel Apparel (BVI) LTD), Agreement and Plan of Merger (Novel Denim Holdings LTD)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party will of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations necessary to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including using reasonable best efforts to accomplish the following: (i) preparing and filing the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable all documentation to effect practicable, (ii) the obtaining of all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consentsactions or nonactions, waivers, licenses, orders, registrations, approvals, permits, Tax rulings consents and authorizations approvals from Governmental Entities and the making of all necessary or advisable to be obtained from any third party and/or any registrations and filings (including filings with Governmental Entity in order to consummate Entities) and the Merger or any taking of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible and (iv) the obtaining of all such material necessary consents, waiversapprovals or waivers from third parties, licensesincluding any such consents, registrations, permits, authorizations, Tax rulings, orders and approvalsapprovals or waivers required in connection with any Divestiture. In furtherance connection with and not in limitation of without limiting the foregoing, each party hereto agrees to make an appropriate filing the Company and Parent shall (A) duly file with the U.S. Federal Trade Commission and the Antitrust Division of a Notification the Department of Justice the notification and Report Form pursuant to report form (the "HSR Filing") required under the HSR Act and (B) duly make all notifications and other filings required (i) under the EC Merger Regulation (together with the HSR Filings, the "Antitrust Filings") or (ii) under any other Regulatory applicable competition, merger control, antitrust or similar Law (as defined that the Company and Parent deem advisable or appropriate, in Section 5.4(b)) each case with respect to the transactions contemplated hereby by this Agreement and as promptly as practicable after practicable. The Antitrust Filings shall be in substantial compliance with the date hereof requirements of the HSR Act, the EC Merger Regulation or other Laws, as applicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its Antitrust Filings and, if requested, to promptly amend or furnish additional information thereunder. Each party shall use its reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the transactions contemplated by this Agreement, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant keep the other party reasonably informed with respect to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration status of each clearance, approval or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval waiver sought from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.in
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Guidant Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax Tax ruling requests and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party Third Party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, (ii) all appropriate filings required pursuant to the EC Merger Regulation, (iii) all appropriate filings required pursuant to the China Anti-Monopoly Law and (iv) all other necessary registrations, declarations, notices and filings relating to the Merger with other Governmental Entities under any other antitrust, competition, trade regulation or other Regulatory Law (as defined including under applicable Regulatory Law in Section 5.4(b)Australia and Canada) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable. Nothing in this Section 5.4 shall require practicable and not extend any of PNU and its Subsidiaries waiting period under the HSR Act or Monsanto and its Subsidiaries to sell, hold separate any other Regulatory Law or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, enter into any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from agreement with a Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other Person transaction contemplated by this Agreement as violative of any Regulatory Law, each of Parent and the Company shall cooperate with each other to (x) obtain any regulatory approval, (y) contest and resist any such Action, or for (z) avoid the entry of or have vacated or terminated, lifted, reversed or overturned any other reasondecree, if such salejudgment, holding separate injunction, or other disposition order (whether temporary, preliminary or the conduct of their business in a specified manner is not conditioned on permanent) that would restrain, prevent or delay the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerother transactions contemplated herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wyeth), Plan of Merger (Pfizer Inc)
Reasonable Best Efforts. (a) Subject to Each of the terms and conditions of this Agreement, each party will parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereofpracticable, including by (i) preparing and filing as promptly soon as practicable of all documentation to effect all necessary applicationsforms, notices, petitions, filings, tax ruling requests registrations and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable notices required to be obtained from any third party and/or any Governmental Entity in order filed to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) the taking all of such reasonable steps actions as may be are necessary to obtain all such material any requisite approvals, consents, waiversOrders, licensesexemptions or waivers by any third party or Governmental Entity, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form including filings pursuant to the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, any form or report required by any other Regulatory Law Governmental Entity relating to antitrust, competition, trade or other regulatory matters), (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed until the issuance of a final, non-appealable Order, and (iii) using reasonable best efforts to cause the satisfaction of all conditions to Closing. Each of the parties hereto shall furnish to the other parties such necessary information and reasonable assistance as defined such other party may reasonably request in Section 5.4(b)) connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration (or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition counsel) copies of, all filings made by such party with any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.8 shall require or for be construed to require any other reasonof Parent, if such sale, holding separate or other disposition Merger Sub or the conduct of their business in a specified manner is not conditioned on the Closing or Company to enter into any consent arrangement that would be reasonably be expected to have a Material Adverse Effect material adverse effect on Newco and its Subsidiaries (including i) the feature animation business of Parent together with the Surviving Corporation and its Subsidiaries)Corporation, taken togetheras a whole, after giving effect or (ii) the benefits that are expected to derive from the MergerMerger and other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (Pixar \Ca\)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 Agreement shall require any of PNU SPSS and its Subsidiaries or Monsanto ShowCase and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUSPSS, Monsanto ShowCase or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reasonPerson, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or or, in the aggregate, would reasonably be expected to have a Material Adverse Effect on Newco SPSS and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Showcase Corp /Mn), Agreement and Plan of Merger (SPSS Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any and each of the other transactions contemplated by this Agreement and the Parent Recapitalization Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enstar Group Inc), Agreement and Plan of Merger (Castlewood Holdings LTD)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under applicable laws this Agreement and regulations Applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as reasonably practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax waivers and Tax ruling requests and other documents and to obtain as promptly as practicable all Investor Necessary Consents, MI Necessary Consents, MVT Necessary Consents and MVT Holding Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of Transactions (collectively, the other transactions contemplated by this Agreement “Required Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsRequired Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as reasonably practicable after the date hereof hereof, and (B) all other necessary filings with other Governmental Entities relating to the Transactions as promptly as reasonably practicable, and, in each case, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such Applicable Laws or by such authorities and to take all other actions necessary use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Required Approvals under such other Applicable Laws or from such authorities as soon as reasonably practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Investment Agreement (Warburg Pincus LLC), Investment Agreement (Marshall & Ilsley Corp/Wi/)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 5.3(a) shall require any of PNU Xxxx-XxXxx and its Subsidiaries or Monsanto Oryx and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUXxxx-XxXxx, Monsanto Oryx or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oryx Energy Co), Agreement and Plan of Merger (Oryx Energy Co)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger Mergers and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement Transactions and (ii) taking all reasonable steps as may be necessary necessary, subject to the limitations in this Section 7.2, to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require , and (y) make all other necessary filings as promptly as practicable after the date hereof, and to supply as promptly as practicable and advisable any of PNU additional information and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, documentary material that may be requested under any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerAntitrust Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.)
Reasonable Best Efforts. (a) Subject to Each of the terms Company and conditions of this AgreementParent shall cooperate with and assist the other party, each party will and shall use its reasonable best efforts efforts, to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsfilings, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, ordersstatements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all approvals, consents, registrations, permits, Tax rulings authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or other Person, including any Governmental Entity in order Entity, that are necessary, proper or advisable to consummate the Merger and other transactions contemplated hereby in the most expeditious manner practicable, but in any event before the Termination Date. Except as otherwise expressly contemplated hereby, each of the Company and Parent shall not, and shall cause its Subsidiaries not to, take any action or knowingly omit to take any action within its reasonable control where such action or omission would, or would reasonably be expected to, result in (A) any of the other conditions to the Merger set forth in Article VI not being satisfied prior to the Termination Date or (B) a material delay in the satisfaction of such conditions. Neither Parent nor the Company will directly or indirectly extend any waiting period under Regulatory Laws or enter into any agreement with a Governmental Entity to delay or not to consummate the transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation except with the prior written consent of the foregoingother, each party hereto agrees to make an appropriate filing which consent shall not be unreasonably withheld in light of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to closing the transactions contemplated hereby as promptly as practicable after by this Agreement on or before the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerTermination Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nashua Corp), Agreement and Plan of Merger (Nashua Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 5.3(a) shall require any of PNU Kerr-McGee and its Subsidiaries or Monsanto Oryx and its Subsidiaries to sell, hold separate or otherwise xxxxxxxxx dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUKerr-McGee, Monsanto Oryx or their respective Subsidiaries or the conduct of their business in a specified xxxxxxxxx manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp), Agreement and Plan of Merger (Kerr McGee Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under applicable laws this Agreement and regulations Applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax filings and Tax ruling requests and other documents and to obtain as promptly as practicable all Regis Necessary Consents, Xxxxxxx-Xxxxxx Necessary Consents and Spinco Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the “Required Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsRequired Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as reasonably practicable after the date hereof hereof, (B) appropriate filings, if any are required, with the European Commission and/or other foreign regulatory authorities in accordance with applicable competition, merger control, antitrust, investment or similar Applicable Laws (“Foreign Competition Laws”) and (C) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such Applicable Laws or by such authorities and to take all other actions necessary use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Required Approvals under such other Applicable Laws or from such authorities as soon as reasonably practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Regis Corp), Agreement and Plan of Merger (Alberto Culver Co)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement and subject to Sections 7.2(b), 7.2(c) and 7.2(d), each party Party will cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, waivers, licenses, ordersclearances, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement Transactions and (ii) taking all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, but subject to Sections 7.2(b), 7.2(c) and 7.2(d), each party hereto Party agrees to make an appropriate filing of filings under any applicable Antitrust Laws, including, but not limited to, a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable after the date hereof practicable, and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested by any Governmental Entity pursuant to any applicable Antitrust Law, including, but not limited to, the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the any applicable waiting periods under the HSR Act and to obtain any other required consents, clearances, registrations, approvals, and authorizations as soon as practicable. Nothing in this Section 5.4 Subject to Sections 7.2(b), 7.2(c) and 7.2(d), neither Parent nor Company shall require take or permit any of PNU and its Subsidiaries or Monsanto and its Subsidiaries Affiliates 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, take any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or action that would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including prevent, materially delay or materially impede the Surviving Corporation and its Subsidiaries), taken together, after giving effect to consummation of the Mergertransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Merger and Transactions, including the other transactions contemplated by this Agreement Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary or advisable applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger or any of Transactions, including the other transactions contemplated by this Agreement Merger, and (ii) taking all reasonable steps as may be necessary necessary, subject to the limitations in this Section 6.2, to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties), and to supply as promptly as reasonably practicable any and advisable additional information and documentary material materials that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable, (y) make all other necessary filings as promptly as reasonably practicable after the date hereof, and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested under Antitrust Law and (z) submit all notices, filings or applications with any applicable Governmental Entities required to obtain (i) the Communications Approvals and (ii) any other required consents for the transfer of control of Communications Authorizations with respect to the Transactions, in each case no later than ten (10) Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Parties). Nothing Notwithstanding anything to the contrary in this Section 5.4 shall require Agreement, none of Parent, Merger Sub or any of PNU their respective Subsidiaries shall be required to, and its Subsidiaries the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to or Monsanto and its Subsidiaries offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or conduct their portion of business of the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing in a specified mannerany manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUthe Company, Monsanto or their respective Subsidiaries or the conduct of their business in a specified mannerSurviving Company, whether as a condition to obtaining any approval from a Governmental Entity Parent, Merger Sub or any Subsidiary of any of the foregoing, other Person than to the extent the actions specified in clauses (B) and (C) would, individually or for any other reasonin the aggregate, if such sale, holding separate or other disposition or the conduct of their business in have no greater than a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries de minimis impact (including the Surviving Corporation and cost and/or time associated with complying with such actions) on Parent, the Company, or the strategic and/or financial benefits of the Transactions; provided that if requested by Parent, the Company or its Subsidiaries)Subsidiaries will become subject to, taken togetherconsent to or offer or agree to, after giving effect to or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the MergerCompany or its Subsidiaries in the event the Closing occurs.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Zoom Video Communications, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)5.3(b) below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other transaction contemplated by this Section 5.4 Agreement as violative of any Regulatory Law, each of Parent and the Company shall require cooperate with each other and, if necessary to (I) obtain any of PNU regulatory approval, (II) contest and resist any such action or proceeding, or (III) have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order (whether temporary, preliminary or permanent): (x) Parent shall, and shall cause its Subsidiaries or Monsanto and its Subsidiaries to sellto, hold separate any portion of its assets, or otherwise dispose conduct its business or any portion of or conduct their business its business, in a specified manner, manner in one or agree more countries for a period of up to sell, hold separate six months after the Closing; (y) Parent shall take such actions with respect to its assets or otherwise dispose the assets of or conduct their business in a specified manner, or permit the saleany of its Subsidiaries (including selling, holding separate or other disposition ofotherwise disposing of such assets, or agreeing to, or permitting, any of the foregoing with respect to such assets); and (z) the Company at the direction of the Parent shall take such actions with respect to its assets or the assets of PNU, Monsanto or their respective any of its Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale(including selling, holding separate or other disposition otherwise disposing of such assets, or agreeing to, or permitting any of the conduct foregoing with respect to such assets); unless, in the case of their business actions taken pursuant to clauses (y) and (z), such actions, in a specified manner is not conditioned on the Closing aggregate, would (taking into account both quantitative and qualitative factors, and assuming in the case of actions taken pursuant to clause (y) that such actions were or would reasonably be expected had been taken by the Company or any of its Subsidiaries with respect to have assets of the Company of similar value or prospective value) result in a Material Adverse Effect on Newco the Company. For purposes of the previous sentence only, the parties acknowledge that the value of drug candidates and its Subsidiaries (including discoveries may be material before they provide any revenue or profit to the Surviving Corporation Company and therefore the term "Material Adverse Effect" as it relates to the Company shall include the prospects of the Company and its Subsidiaries), taken together, after giving effect to the Mergeras a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Pharmacia Corp /De/)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable reasonably possible after the date hereofof this Agreement (and in any event no later than the Outside Date), including (i) using reasonable best efforts to take, or cause to be taken, all actions necessary to cause the conditions to Closing set forth in Article VII to be satisfied, (ii) preparing and filing as promptly as practicable all documentation documents to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvalsauthorizations, permits, Tax rulings approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity permits in order to consummate connection with the Merger or any of the other transactions contemplated by this Agreement and Agreement, (iiiii) taking all reasonable steps as may be necessary or advisable to make all necessary filings and obtain all such material consents, clearances, waivers, licenses, orders, registrations, permits, authorizations, Tax rulingsapprovals and permits (including providing all necessary information and documentary material and providing personnel as necessary to attend any regulatory meetings, orders hearings or other proceedings), and approvals. In furtherance and not in limitation (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the foregoingMerger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and the avoidance of each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and every impediment under any antitrust, merger control, competition, trade regulation or other Regulatory Law (as defined in Section 5.4(b)) that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby Merger so as promptly as practicable after to enable the date hereof and Closing to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act occur as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerpossible.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Industrial Logistics Properties Trust), Agreement and Plan of Merger (Monmouth Real Estate Investment Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws laws, rules and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofhereof and in no event after the End Date, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods required from, any Governmental Entity, including pursuant to the HSR Act, and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) (A) to make make, as promptly as practicable, and in any event no later than 15 Business Days from the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and (B) to make, as promptly as reasonably practicable such other notifications and filings as are required under any other Regulatory Law (as defined in Section 5.4(b)) Merger Control Laws with respect to the transactions contemplated hereby as promptly as practicable after that the date hereof Parties agree are required to be made, and (ii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Act, or Merger Control Law by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require and any of PNU Merger Control Law and its Subsidiaries to secure any clearances and authorizations under Merger Control Laws on or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit before the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerEnd Date.
Appears in 2 contracts
Samples: Separation Agreement (C&J Energy Services, Inc.), Agreement and Plan of Merger (Nabors Industries LTD)
Reasonable Best Efforts. (a) Subject to the terms and conditions of Except as otherwise contemplated in this Agreement, each party will of the Company, Parent and Sub agree to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to doeach other in connection with any such requirements imposed upon any of them or any of their subsidiaries in connection with the Offer and the Merger. Except as otherwise contemplated in this Agreement, each of the Company, Parent and Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or cause any exemption by, any Governmental Entity or other public or private third party required to be doneobtained or made by Parent, all things necessarySub, proper the Company or advisable under applicable laws any of their subsidiaries in connection with the Offer and regulations to consummate the Merger and or the other transactions taking of any action contemplated thereby or by this Agreement as soon as practicable after Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the date hereofforegoing, including Parent shall (i) preparing contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and filing Restated Credit Agreement dated as promptly as practicable all documentation of July 15, 1997 referred to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any Item 4.05 of the other transactions contemplated by this Agreement Company Letter and (ii) taking all use its reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary best efforts to cause the expiration or termination Company to repay such indebtedness contemporaneously with such purchase and obtain the release of the applicable waiting periods under the HSR Act as soon as practicable. Nothing all guaranties and security interests granted in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if connection with such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerindebtedness.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Graphic Industries Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to use its reasonable best efforts to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained by such Party from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions and (ii) taking using its reasonable best efforts to take all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable after the date hereof execution of this Agreement, and in any event within fifteen (15) business days (unless Parent and Company mutually agree otherwise), and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act, including responding to any Request for Additional Information and Documentary Material under the HSR Act as promptly as reasonably practicable and any other Regulatory Law advisable, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) taking all using its reasonable steps as may be necessary best efforts to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders Necessary Consents and approvalsthe Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto of Valero and UDS agrees (i) to make (A) prior to May 31, 2001, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby hereby, (B) as promptly as practicable after practicable, appropriate filings with the date hereof European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act and any other Regulatory Law such laws or by such authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable. Nothing in this Section 5.4 shall require practicable and (ii) not to extend any of PNU and its Subsidiaries waiting period under the HSR Act or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit enter into any agreement with the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries FTC or the conduct DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity the other parties hereto (which shall not be unreasonably withheld or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiariesdelayed), taken together, after giving effect to the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valero Energy Corp/Tx), Agreement and Plan of Merger (Ultramar Diamond Shamrock Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and make effective the other transactions contemplated by this Agreement Transactions, as soon as reasonably practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Relevant Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions (including those set forth in Section 6.2(a) of the Company Disclosure Letter or Section 6.2(a) of the Parent Disclosure Letter) and (ii) taking all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable after the date hereof and advisable. Each Party agrees to supply supply, as promptly as practicable and advisable, any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerAntitrust Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TYCO INTERNATIONAL PLC), Agreement and Plan of Merger (Johnson Controls Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable reasonably possible after the date hereofof this Agreement (and in any event no later than the Outside Date), including (i) preparing and filing as promptly as practicable all documentation documents to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvalsauthorizations, permits, Tax rulings approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions permits contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary or advisable to make all necessary filings and obtain all such material consents, clearances, waivers, licenses, orders, registrations, permits, authorizations, Tax rulingsapprovals and permits (including providing all necessary information and documentary material and providing personnel as necessary to attend any regulatory meetings, orders and approvalshearings or other proceedings). In furtherance and not in limitation of the foregoing, each party hereto of the Company, Parent and Merger Sub agrees to make make, as promptly as reasonably practicable after the date of this Agreement and in any event within twenty five (25) days of the date of this Agreement, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, (B) appropriate filings required by the Transaction Approvals and (C) all other necessary filings with any other Regulatory Law (as defined in Section 5.4(b)) Governmental Entity with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be reasonably requested pursuant to the HSR Act and any other Regulatory Law such requirements and to take all other actions necessary use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as and the receipt of the Transaction Approvals to occur in the most expeditious manner practicable. Nothing in this Section 5.4 shall require any The Company and Parent will each request early termination of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect waiting period with respect to the MergerMerger under the HSR Act.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties hereto and supply the other parties hereto with any information reasonably required in order to effectuate the following, and shall use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly: (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessarythings, proper or advisable under applicable laws and regulations necessary to consummate cause the Merger and conditions to the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from (including any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement required filings under applicable Antitrust Laws); and (ii) taking all reasonable steps as may be necessary to obtain all such material approvals, consents, waivers, licenses, registrations, permits, authorizationsauthorizations and other confirmations (A) required from third parties in connection with the Transactions to any third party from whom any such approval, Tax rulingsconsent or other confirmation is requested and (B) from Governmental Authorities (including the Michigan Office of Financial and Insurance Regulation) necessary, orders and approvalsproper or advisable to consummate the Transactions. In furtherance and not in limitation of the foregoing, as promptly as practicable following the date of this Agreement (and in any event within fifteen (15) Business Days of the date hereof), each party of the parties hereto agrees to shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions, and thereafter respond as promptly as practicable practicable, after consultation with the date hereof and other parties, to supply as promptly as practicable any request for additional information and or documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods made under the HSR Act Act. Except as soon as practicable. Nothing set forth on Section 5.5(a) of the Parent Disclosure Schedule, the Company will have the right to review in this Section 5.4 advance, and Parent shall require consult with the Company in advance, in each case subject to applicable Laws relating to the exchange of information, with respect to all the information relating to the Company or Fremont Insurance that appears in any filing made with, or materials submitted to, any third party or any Governmental Authority by Parent or any of PNU and its Subsidiaries Affiliates relating to this Agreement or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fremont Michigan Insuracorp Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each Each party will shall use its reasonable best efforts to take, take or cause to be taken, taken all actions and to do, or do or cause to be done, done all things necessary, proper or advisable under applicable laws to fulfill the conditions to Closing hereunder and regulations to consummate cause the Merger Closing to occur as soon as practicable, including taking all actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing and to cause all other conditions to be satisfied. Each of the parties hereto will furnish to the other party hereto such necessary information and reasonable assistance as such other party may reasonably request in connection with its preparation of necessary filings or submissions to any governmental agency. Buyer and Seller each agree (i) to file any Notification and Report Forms and related material that may be required to be filed with the Federal Trade Commission and the other transactions contemplated by this Agreement United States Department of Justice (the “Department of Justice”) under the HSR Act as soon promptly as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all to use its reasonable steps as may be necessary best efforts to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or early termination of the applicable waiting periods under periods, and (iii) to make any further filings pursuant thereto that may be necessary, proper, or advisable. For purposes of this Section 5.04, the HSR Act “reasonable best efforts” of Buyer shall include (1) opposing any motion or action for a temporary, preliminary or permanent injunction against or other prohibition of the Closing and (2) entering into a consent decree, or other order or other agreement, or giving an assurance, commitment or undertaking, containing Buyer’s agreement to hold separate and divest (pursuant to any terms as soon may be required by an Governmental Authority) the business, products and assets of any product or service lines of the Business or any other business, product line, service lines division or subsidiary of Buyer or any Affiliate of Buyer and otherwise to take such other action as practicable. Nothing may be required by any Governmental Authority, provided, however, that neither the foregoing nor anything else in this Section 5.4 Agreement shall require Buyer to take any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, action or agree to sell, hold separate take or otherwise dispose not to take any action if the taking of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries such action or the conduct of their business in a specified manner, whether as a condition agreement to obtaining take or not to take any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or action would reasonably be expected to have a Material Adverse Effect material adverse effect on Newco and its Subsidiaries the benefits (viewed as a whole) reasonably expected to be derived by Buyer from the transactions contemplated hereby, including any action that would (x) involve a change in or restriction on the Surviving Corporation and its Subsidiariesbusiness, products, assets or operations of the Business, Buyer or any Affiliate of Buyer or (y) involve the disposition (whether by way of sale, lease, license or otherwise), taken togetherbefore or after the Closing, after giving effect to of all or any portion of the Mergerbusiness, products or assets of the Business, Buyer or any Affiliate of Buyer.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity governmental entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations. Without limiting the foregoing, Tax rulingseach party and its Board of Directors shall use their reasonable best efforts to (x) take all action necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or any of the other Transactions and (y) if any state takeover statute or similar statute or regulation becomes applicable to any of the foregoing, orders take all action necessary so that the Merger and approvalsthe other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the other Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. In furtherance and not in limitation of the foregoing, if required by the HSR Act or other Regulatory Law, Parent, each party hereto agrees to Principal Stockholder and the Company each shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other application or notice required by Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable after the date hereof and to shall supply as promptly as practicable any additional information and documentary material materials that may be requested pursuant to the HSR Act and shall timely file any other documents, or timely make any appearances, required by Regulatory Law and use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableand any other Regulatory Law. Nothing in this Section 5.4 8.08 shall require any of PNU Parent and its the Parent Subsidiaries or Monsanto the Company and its the Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, of any assets of PNU, Monsanto Parent and the Parent Subsidiaries or their respective the Company and the Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity governmental entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject Each of the parties to the terms and conditions of this Agreement, each party will Merger Agreement has agreed to use its commercially reasonable best efforts to take, or cause to be taken, all actions consummate and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofMerger Agreement, including (i) preparing causing the Offer Conditions and filing the conditions to the Merger to be satisfied or fulfilled as promptly soon as practicable all documentation to effect reasonably practicable, (ii) obtaining all necessary applicationsor appropriate consents, noticeswaivers and approvals under any material contracts, petitions, filings, tax ruling requests and other documents if and to obtain the extent specifically requested in writing by Parent, so as promptly as practicable to maintain and preserve the benefits under such material contracts following the consummation of the transactions contemplated by the Merger Agreements, (iii) obtaining all consentsnecessary actions or non-actions, waivers, licenses, orders, registrationsconsents, approvals, permits, Tax rulings orders and authorizations from governmental authorities, the expiration or termination of any applicable waiting periods, making all necessary or advisable to be obtained from any third party and/or any Governmental Entity in order registrations, declarations and filings necessary to consummate the Merger or any of the other transactions contemplated by this Agreement the Merger Agreement, and (iiiv) taking all reasonable steps as may be executing or delivering any additional instruments reasonably necessary to obtain all such material consentsconsummate the transactions contemplated by the Merger Agreement. With respect to certain regulatory matters, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance without limiting the provisions described above in this Section 11—“The Merger Agreement; Other Agreement—Merger Agreement—Reasonable Best Efforts”: • Parent and not in limitation Silicon Image shall file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the foregoing, each party hereto agrees to make an appropriate filing Department of Justice (the “Antitrust Division”) a Notification and Report Form pursuant relating to the Merger Agreement and the transactions contemplated thereby as required by the HSR Act and shall file as soon as reasonably practicable (and in any event within 10 business days) comparable pre-merger notification filings, forms and submissions with any foreign governmental authority that is required by other Regulatory Law applicable antitrust laws, in each case as Parent may reasonably determine; • Parent and Silicon Image shall use reasonable best efforts to promptly (as defined i) cooperate and coordinate with the other in Section 5.4(b)the making of such filings, (ii) supply the other with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material or documents that may be requested pursuant required in order to effectuate such filings, and (iii) comply with any request for additional information made by the HSR Act and FTC, the Antitrust Division or the competition or merger control authorities of any other Regulatory Law jurisdiction; and to take all other actions necessary to cause the expiration • none of Parent, Purchaser or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU their subsidiaries shall be required to, and Silicon Image and its Subsidiaries subsidiaries may not, without Parent’s consent, become subject to, consent to, or Monsanto and its Subsidiaries to selloffer or agree to, 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 their business in a specified manner, or permit the sale, holding separate or other disposition oftake any action with respect to, any assets of PNUrequirement, Monsanto condition, limitation, understanding, agreement or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.order to:
Appears in 1 contract
Samples: Confidentiality Agreement (Lattice Semiconductor Corp)
Reasonable Best Efforts. (a) Subject Notwithstanding anything in this Agreement to the terms and conditions of this Agreementcontrary, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party parties hereto agrees agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by any other Regulatory Law (as defined in Section 5.4(b)) applicable Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that the submission or filing (i) of a Notification and Report Form pursuant to the HSR Act will be made within fifteen (15) Business Days of the date of this Agreement, (ii) the draft Form CO with the European Commission shall be made as soon as practicable and no later than within forty-five (45) calendar days of the date of this Agreement, and in that regard the Company shall provide to Parent all information and documentary materials required by the applicable Form CO and/or reasonably requested by Parent in connection with the draft Form CO as promptly as practicable and unless otherwise agreed by the parties no later than within five (5) Business Days after the date hereof and (iii) for any other applicable Antitrust Laws will be made (with the relevant notification forms or a draft thereof for jurisdictions where submission of a draft prior to formal notification is appropriate) within forty five (45) calendar days of the date of this Agreement and provided, further, that in the case of clause (iii), if a party is not prepared to file within such period, such party’s senior executives shall discuss the reasons for the failure to meet such deadlines with the senior executives from the other party) and to supply as promptly as practicable any additional information and documentary material that may be required or reasonably requested pursuant in connection with any Antitrust Law. Parent shall have the right to direct, lead and make final decisions regarding (A) all communications with any Governmental Entity and (B) timing and strategy with respect to all consents, clearances and approvals required under or in connection with to the HSR Act and any other Regulatory Law Antitrust Laws in connection with the transactions contemplated hereby, subject to prior consultation with, and good faith consideration of the views of, the Company. Without limiting the foregoing, the parties agree to (1) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (2) give each other an opportunity to participate in each of such meetings, (3) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (4) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the substance of such communication, (5) provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (6) provide each other with copies of all substantive written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, Parent and the Company each agree to use their respective reasonable best efforts to enable the expiration of all waiting periods, and to take all obtain any consents, clearances, or approvals required, under or in connection with the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the Federal Trade Commission Act and any other actions federal, state, or foreign law, regulation, or decree designed to prohibit, restrict, or regulate acquisitions that may substantially limit competition, monopolization, or restraints of trade (collectively “Antitrust Laws”), including by: (x) promptly complying with or modifying any requests for additional information by any Governmental Entity, (y) contesting, defending, and appealing any threatened or pending preliminary or permanent injunction or other order, decree, or ruling or statute, rule, regulation, or executive order that would adversely affect the ability of any party hereto to consummate the transactions contemplated hereby, and (z) if necessary to cause obtain clearance by any Governmental Entity before the expiration Termination Date (subject to Parent’s right to direct the antitrust process in the second sentence of this Section 6.9(a)) offering, negotiating, committing to, and effecting the sale, divestiture, license, hold separate, or termination other disposition of share capital, assets, rights (including intellectual property rights), technology, products, or businesses (collectively, “Assets”) of Parent, the Company and their respective Subsidiaries and any other restrictions on or requirements applicable to the activities of Parent, the Company and their respective Subsidiaries, in each case only to the extent consistent with and required by the obligation to use reasonable best efforts; provided that in no event shall Parent be required to agree to the divestiture of any Assets other than Assets of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU Company and its Subsidiaries or Monsanto that collectively generated revenues for the year ended December 29, 2013, not in excess of $250 million in the aggregate; provided, further, that the Company shall not and shall cause its Subsidiaries not to sell, hold separate or otherwise dispose take any of or conduct their business the actions in a specified manner, or agree to sell, hold separate or otherwise dispose clause (z) without the prior written consent of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Digital Corp)
Reasonable Best Efforts. (a) Subject to the terms Sellers and conditions of this Agreement, each party will Buyer shall cooperate and use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing to fulfill as promptly as practicable all documentation the conditions precedent to effect all necessary applicationsthe other Party’s obligations hereunder in accordance with the Bidding Procedures Order, notices, petitions, filings, tax ruling requests and other documents and to obtain including in connection with securing as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings waivers and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity required in order to consummate connection with the Merger or any of the other transactions contemplated by this Agreement Transaction and (ii) taking all reasonable steps as may to make, or cause to be necessary to obtain all such material consentsmade, waivers, licenses, the registrations, permits, authorizations, Tax rulings, orders declarations and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to filings (or draft filings where customary) required under the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) Non-U.S Antitrust Laws with respect to the transactions contemplated hereby Transaction as promptly as practicable after the date hereof of this Agreement (and in any event, no later than ten (10) Business Days after the date of this Agreement); provided that, notwithstanding anything to supply the contrary in this Agreement (x) none of Sellers, Seller Parent or any of their Affiliates may, and Buyer and its Affiliates shall not be required to, commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent and (y) without limiting Buyer’s obligations under this Section 6.3(a), without Buyer’s prior written consent, Sellers shall not, and shall cause their respective Affiliates not to, sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses (or commit to do any of the foregoing) in order to obtain any consent from, or enter into any consent decrees with, a Government Entity or third party to the transactions contemplated hereby (but if Buyer so requests, Sellers shall be required to take any of the foregoing actions to the extent such actions are conditioned on the Closing); provided further that, without limiting the foregoing proviso and solely with respect to the jurisdictions set forth on Section 6.3(a) of the Seller Disclosure Schedule, if necessary, Buyer agrees that it will use reasonable best efforts to permit the Closing to occur as promptly as practicable by entering into customary “hold separate” arrangements with the applicable Government Entities (with the consent of such Government Entity) with respect to the Acquired Assets in such jurisdiction and that if such consent is received in any such jurisdiction the receipt of the Non-U.S. Antitrust Clearances in such jurisdiction shall not be a condition precedent to the Closing under Section 7.1(b). Without limiting the generality of the foregoing, Buyer and Sellers will make all filings and submissions required by any antitrust, competition and merger control Laws and any other Laws in connection with the Transaction and use their respective reasonable best efforts to promptly file any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any practicable after receipt of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerrequest therefor.
Appears in 1 contract
Samples: Share and Asset Purchase Agreement (Garrett Motion Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will Such Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions cooperate with the Company and to do, or cause to be done, all things necessary, proper or advisable under applicable laws consummate and regulations to consummate make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofin accordance with its terms, including (i) preparing and filing as promptly as practicable all documentation but not limited to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary taking any actions or advisable to be obtained from making any third party and/or any Governmental Entity in order to consummate the Merger public or any private communications with stockholders of the other Company that recommends or encourages any actions in contravention of the transactions contemplated by this Agreement Agreement. Such Purchaser shall cause the shares of Common Stock beneficially owned by such Purchaser and its controlled affiliates, if any, to continue to be held at least until and through the record date of the Special Meeting and to be voted in favor of the Transaction Proposals pursuant to the terms hereof at the Special Meeting. At the request of the Company or the Investor, any such Purchaser who beneficially owns shares of Common Stock will provide written confirmation and reasonable support to confirm such Purchaser voted such shares in favor of the Transaction Proposals within the later of three business days from such request or ten calendar days prior to the date that the Special Meeting is scheduled to occur. Notwithstanding anything to the contrary in this Agreement, Xxxxxxxxxxx and its Representatives shall be permitted prior to 5:00 p.m. (Eastern Time) on May 3, 2024 to enter into any agreement, discussion or negotiation with, or provide information to, or solicit, encourage, facilitate or induce any inquires or proposals from, any other person with respect to, and related only to an Alternative Transaction, and participate in any such Alternative Transaction, provided that (i) any such actions taken by Xxxxxxxxxxx or its representatives shall not be deemed a violation of Section 8(e) hereof by the Company or its Representatives, and (ii) taking all reasonable steps as may unless this Agreement is terminated by the Company under Section 12(a) to enter into a Superior Transaction, Xxxxxxxxxxx (A) shall cause its shares of Common Stock beneficially owned by it and its controlled affiliates, if any, to continue to be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders held at least until and approvals. In furtherance and not in limitation through the record date of the foregoing, each party hereto agrees Special Meeting and to make an appropriate filing be voted in favor of a Notification and Report Form the Transaction Proposals pursuant to the HSR Act terms hereof at the Special Meeting, and (B) shall not make any other Regulatory Law (as defined in Section 5.4(b)) public announcement with respect to the transactions contemplated hereby as promptly as practicable after by this Agreement that discourages stockholders to approve the date hereof and Transaction Proposals or with respect to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerAlternative Transaction.
Appears in 1 contract
Samples: Securities Purchase and Debt Conversion Agreement (Immersion Corp)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party will of the parties agrees to use its respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including using its respective reasonable best efforts to accomplish the following: (i) preparing and filing the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable (including all documentation fillings to effect be made by the Company, Parent and/or Merger Sub, as applicable, with respect to obtaining the Education and Childcare Approvals); (ii) the obtaining of all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consentsactions or nonactions, waivers, licenses, orders, registrations, approvals, permits, Tax rulings consents and authorizations approvals from Governmental Entities and the making of all necessary or advisable to be obtained from any third party and/or any registrations and filings (including filings with Governmental Entity in order to consummate Entities) and the Merger or any taking of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; and (iii) the delivery of required notices to and the obtaining of all such material necessary consents, waiversapprovals or waivers from third parties under any Material Contract or Company Lease or otherwise to the extent related to the Merger; provided that none of the Company, licensesParent or Merger Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. The parties agree that obtaining the Education and Childcare Approvals shall be the responsibility of the Company and shall be a condition precedent to Parent’s obligation to effect the Closing. Parent shall cooperate with all reasonable requests from the Company for information in connection with obtaining such Education and Childcare Approvals and consistent with the general obligations in this Section 5.02, registrationseach of the Company, permits, authorizations, Tax rulings, orders Parent and Merger Sub will use its reasonable best efforts to promptly obtain such approvals. In furtherance and not Notwithstanding anything to the contrary contained in limitation this Agreement, all obligations of the foregoingCompany, each party hereto agrees Parent and Merger Sub to make an appropriate filing of a Notification and Report Form pursuant to obtain the HSR Act and Financing or any other Regulatory Law (as defined in Section 5.4(b)) with respect to financing for the transactions contemplated hereby as promptly as practicable after the date hereof shall be governed exclusively by Section 5.09, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in not this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger5.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nobel Learning Communities Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 Agreement shall require any of PNU Pfizer and its Subsidiaries or Monsanto Xxxxxx-Xxxxxxx and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUPfizer, Monsanto Xxxxxx-Xxxxxxx or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or or, in the aggregate, would reasonably be expected to have a Material Adverse Effect on Newco Pfizer and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.. (b) Each of Pfizer and Xxxxxx-Xxxxxxx shall, in connection with the efforts referenced in Section 5.4(a) obtain all requisite material approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the "DOJ"), the Federal Trade Commission (the "FTC") or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent appropriate or permitted by the DOJ, the FTC or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, "Regulatory Law" means the Xxxxxxx Act, as amended, Council Regulation No. 4064/89 of the European Community, as amended (the "EC Merger Regulation") the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate (i) foreign investment or (ii) actions having the purpose or effect of monopolization or restraint of trade or lessening of competition. (c) Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Sections 5.4(a) and 5.4(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Pfizer and Xxxxxx-Xxxxxxx shall cooperate in all respects with each other and use its respective reasonable best efforts, including without limitation, selling, holding separate or otherwise disposing of or conducting their business in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct their business in a specified manner or permitting the sale, holding separate or other disposition of, any assets of Pfizer, Xxxxxx-Xxxxxxx or their respective Subsidiaries or the conducting of their business in a specified manner, in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Article VII; provided that the foregoing is subject in all respects to the last sentence of Section 5.4(a). (d) If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of Pfizer and Xxxxxx-Xxxxxxx shall use its reasonable best efforts to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement. 5.5
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each cooperate with the other and use (and shall cause their respective subsidiaries to use) their respective reasonable best efforts to promptly (i) take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws to consummate the Transactions as soon as practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party will necessary, proper or advisable to consummate the Transactions and (iii) use its reasonable best efforts to take(x) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (y) if any state takeover statute or similar Law becomes applicable to any of the Transactions, or cause take all action necessary to ensure that the Transactions may be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate consummated as promptly as practicable on the Merger and the other transactions terms contemplated by this Agreement as soon as practicable after and otherwise minimize the date hereofeffect of such Law on the Transactions. Subject to applicable Laws relating to the exchange of information and in addition to Section 5.3(c), including (i) preparing the Company and filing as promptly as practicable all documentation Parent shall have the right to effect all necessary applicationsreview in advance, notices, petitions, filings, tax ruling requests and other documents and to obtain the extent practicable each will consult the other on, all the information relating to the Company and its subsidiaries or Parent and its subsidiaries, as promptly as practicable all consentsthe case may be, waiversthat appears in any filing made with, licensesor written materials submitted to, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate connection with the Merger or any of Transactions. For purposes hereof, "Antitrust Laws" means the other transactions contemplated by this Agreement and (ii) taking all reasonable steps Xxxxxxx Act, as may be necessary to obtain all such material consentsamended, waiversthe Xxxxxxx Act, licensesas amended, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, the Federal Trade Commission Act, as amended, all applicable Foreign Antitrust Laws and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from Laws issued by a Governmental Entity that are designed or any other Person intended to prohibit, restrict or for any other reason, if such sale, holding separate regulate actions having the purpose or other disposition effect of monopolization or the conduct restraint of their business in a specified manner is not conditioned on the Closing trade or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerlessening of competition through merger or acquisition.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (provided that the Company shall not agree to any material modification to any Material Contract (including, without limitation, any increase in amounts payable under such Material Contract or extension of the term thereof) in connection with obtaining any such consents, clearances, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations without the prior approval of such modification by Parent) and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)6.03(b) below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to use reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of Parent and the Company shall cooperate with each other with respect to obtaining such approval or responding to such administrative or judicial action. Notwithstanding anything to the contrary contained in this Section 5.4 6.03, Parent and Sub shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries have no obligation to sell, (a) hold separate or otherwise dispose of or conduct their business in a specified manner, (or agree to sellhold separate) any portion of the assets of the Company or the Parent or any of their respective affiliates, hold separate (b) conduct the business of the Company or otherwise dispose the Parent or any of or conduct their business respective affiliates in a specified substantially different manner, (c) dispose (or permit the sale, holding separate or other disposition of, agree to dispose) of any assets or businesses of PNU, Monsanto the Company or the Parent or any of their respective Subsidiaries affiliates, (d) defend any litigation commenced by any third party or Governmental Entity against the Company or Parent or any of their respective affiliates, or (e) materially alter the economic or governance rights of Parent's stockholders with respect to Parent (except with respect to the composition of Parent's board of directors, if necessary) or the conduct Company or any of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct respective affiliates and each of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco respective businesses and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerbrands.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Del Laboratories Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, and subject to the fiduciary duties of the Company's Board of Directors, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 Agreement shall require any of PNU Parent and its Subsidiaries or Monsanto the Company and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUParent, Monsanto the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person 27 or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries Parent (including the Surviving Corporation and its SubsidiariesCorporation), taken together, after giving effect to the Merger.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementhereof, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the First Merger, the Second Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. Nothing in this Section 5.4 9.1 shall require any of PNU the Company and its Subsidiaries or Monsanto FNIS and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUthe Company, Monsanto FNIS or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner either (x) is not conditioned on the Closing or (y) would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the First Surviving Corporation and its Subsidiaries)Corporation, taken togetheras a whole, after giving effect to the MergerFirst Merger (any such sale, holding separate or other disposition or conduct of business referred to (x) or (y) shall be referred to herein as a "Burdensome Condition").
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger Applicable Transaction and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Applicable Transaction or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the -58- 68 foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 6.20 shall require any of PNU Parent and its Subsidiaries or Monsanto the Company and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUParent, Monsanto the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such salesales, holding holdings separate of assets or other disposition dispositions or the conduct of their business in a specified manner manner, individually or in the aggregate, is not conditioned on the Closing or would would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on Newco the business, assets, results of operations or condition (financial or otherwise) of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerApplicable Transaction; it being understood, moreover, that Parent and its Subsidiaries shall not be obligated pursuant to this Agreement to take any action that would reasonably likely have a material adverse effect on or with respect to Tennessee Gas Pipeline Company.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement and applicable Laws, each of the Company, Parent and Merger Sub shall (and shall cause their respective Subsidiaries and, with respect to clauses (i) and (ii) of this Section 5.4(a), Affiliates that are required by applicable Law to be a party will to such Regulatory Approval filings or furnish information in connection therewith, to) use its respective reasonable best efforts to, and cooperate with the other parties to, to the extent applicable to such Person, cause the Transactions to be consummated as soon as practicable, including using their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing make promptly all required submissions and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any filings with Governmental Entity in order to consummate the Merger or any Authorities of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) competent jurisdiction with respect to the transactions contemplated hereby Transactions as are required to obtain the Regulatory Approvals, (ii) promptly furnish such information as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant required in connection with such submissions and filings with such Governmental Authorities, including such confidential and proprietary information as required to obtain the HSR Act and Regulatory Approvals; provided that reasonable measures are taken to protect the confidentiality of any other confidential information; provided further that privileged information shall be provided only if the parties shall have entered into an agreement or arrangement as contemplated by Section 5.4(c), (iii) obtain the Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act Approvals as soon as practicable; and (iv) defend any litigation or other administrative or judicial action or proceeding challenging the consummation of any of the Transactions, including to contest and resist and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transactions; provided, however, that, subject to Section 5.4(d), no party shall be required to pay (and, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), none of the Company or its Subsidiaries shall pay or agree to pay) any fee, penalty or other consideration to any third party (other than any filing fees paid or payable to any Governmental Authority) for any consent or approval required for the consummation of the Transactions. Nothing Notwithstanding anything to the contrary contained in this Agreement, all obligations of the Company, Parent and Merger Sub with respect to the Financing or any other financing for the Transactions shall be governed by Section 5.1 and Section 5.14, and not this Section 5.4. The parties shall jointly coordinate the overall development of the positions and strategies taken, information presented and regulatory action requested in any application, notification, filing, submission, meeting or other communication with a Governmental Authority pursuant to this Section 5.4 shall require any of PNU in connection with the Regulatory Approvals; provided that, without limiting Parent’s obligations pursuant to this Section 5.4, the Company and its Subsidiaries shall not, without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or Monsanto and its Subsidiaries to selldelayed), hold separate make any material filing or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from submission with a Governmental Entity Authority pursuant to this Section 5.4 in connection with any non-action, action, clearance, consent, approval or waiver from any other Person or for any other reason, if such sale, holding separate or other disposition or Governmental Authority in connection with the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Talen Energy Supply, LLC)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Merger and Transactions, including the other transactions contemplated by this Agreement Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of Transactions, including the other transactions contemplated by this Agreement Merger, and (ii) taking all reasonable steps actions as may be necessary necessary, subject to the limitations in this Section 6.6, to obtain (and cooperating with each other in obtaining) all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulingsorders, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within ten Business Days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties) and shall request early termination of the waiting period under the HSR Act applicable to the Transactions, and to supply as promptly as reasonably practicable and advisable any additional information and documentary material materials that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable. Nothing Notwithstanding anything to the contrary in this Section 5.4 Agreement, none of Tyler, Merger Sub, or the other Tyler Subsidiaries shall require be required to, and NIC may not and may not permit any NIC Subsidiary to, without the prior written consent of PNU and its Subsidiaries Tyler, become subject to, consent to, or Monsanto and its Subsidiaries offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement, or order to (A) sell, license, assign, transfer, divest, hold separate separate, or otherwise dispose of or conduct their business in a specified mannerany assets, business, or agree to sellportion of business of NIC, hold separate the Surviving Corporation, Tyler, Merger Sub, or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest, or otherwise dispose change the assets, the business or portion of or conduct their the business in a specified mannerof NIC, the Surviving Corporation, Tyler, Merger Sub, or permit any Subsidiary of any of the saleforegoing in any manner or (C) impose any restriction, holding separate requirement, or other disposition oflimitation on the operation of the business or portion of the business of NIC, the Surviving Corporation, Tyler, Merger Sub, or any assets Subsidiary of PNUany of the foregoing, Monsanto in the case of each of clauses (A), (B) and (C), if any such action would reasonably be expected to, individually or in the aggregate, adversely impact Tyler, NIC, or their respective Subsidiaries or the conduct of their business in a specified mannermanner or amount that is material relative to the value of NIC and the NIC Subsidiaries, whether taken as a condition to obtaining whole; provided that if requested by Tyler, NIC or its Subsidiaries will become subject to, consent to, or offer or agree to, or otherwise take any approval from a Governmental Entity action with respect to, any such requirement, condition, limitation, understanding, agreement, or any other Person order so long as such requirement, condition, limitation, understanding, agreement, or for any other reason, if such sale, holding separate order is only binding on NIC or other disposition or its Subsidiaries in the conduct of their business in a specified manner is not conditioned on event the Closing or occurs. Additionally, each of Tyler, Merger Sub and NIC shall use their respective reasonable best efforts to not take any action after the date of this Agreement that would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including materially delay the Surviving Corporation and its Subsidiaries)obtaining of, taken togetheror result in not obtaining, after giving effect any permission, approval or consent from any such Governmental Authority necessary to be obtained prior to the MergerClosing.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to applicable law and to the terms and conditions of this Agreementherein provided for, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing in this Agreement (other than as soon expressly provided for in Section 1.01) shall obligate Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as practicable after it may be extended from time to time). Without limiting the date hereofforegoing, including (i) preparing each of the Company, Parent and filing as Purchaser shall use its reasonable best efforts to make promptly as practicable all documentation any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to effect all necessary applicationsthe Offer, noticesthe Merger or the Stockholder Tender Agreement and the transactions contemplated hereby and thereby and (ii) Parent, petitions, filings, tax ruling requests Purchaser and other documents and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to obtain as promptly as practicable all be or should be made or consents, waivers, licenses, orders, registrations, approvals, permitspermits or authorizations are required to be or should be obtained under any other federal, Tax rulings and authorizations necessary state or advisable foreign law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from any third party and/or any Governmental Entity other parties to loan agreements or other contracts or instruments material to the Company's business in order to consummate connection with the Merger or any consummation of the other transactions contemplated by this Agreement and (iiB) taking all reasonable steps as may be necessary in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all timely any such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsapprovals or waivers. In furtherance case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and not in limitation directors of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to this Agreement shall take all other actions such necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergeraction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Discount Brokers Group Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, the obtaining of all necessary waivers, consents and approvals and the effecting of all necessary registrations and filings. Without limiting the generality of the foregoing, as promptly as practicable, the Company, Parent and Sub shall make all filings and submissions under the HSR Act as may be reasonably required to be made in connection with this Agreement and the transactions contemplated hereby and the Company shall use its reasonable best efforts to cause any affiliate of the Company who is required to make a filing or submission under the HSR Act in connection with this Agreement and the transactions contemplated hereby to do so promptly. Subject to the Confidentiality Agreement, the Company will furnish to Parent and Sub, and Parent and Sub will furnish to the Company, such information and assistance as the other may reasonably request in connection with the preparation of any such filings or submissions. Subject to the Confidentiality Agreement, the Company will provide Parent and Sub, and Parent and Sub will provide the Company, with copies of all material written correspondence, filings and communications (or memoranda setting forth the substance thereof) between such party or any of its representatives and any Governmental Entity, with respect to the obtaining of any waivers, consent or approvals and the making of any registrations or filings, in each case that is necessary to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable hereby. In case at any time after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations Effective Time any further action is necessary or advisable desirable to be obtained from any third party and/or any Governmental Entity in order to consummate carry out the Merger purposes of this Agreement, the proper officers or any of the other transactions contemplated by this Agreement directors o Parent and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergershall take all such necessary action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sullivan Dental Products Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company, Parent and Merger Sub shall use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other parties in doing, all things necessary, proper and advisable under applicable Law to cause the Transactions to be consummated as soon as practicable, including to (i) prepare and make as promptly as practicable and advisable any required submissions and filings with any Governmental Authority (including under applicable Antitrust Laws) with respect to the Transactions, (ii) as promptly as practicable and advisable, furnish information required in connection with such submissions and filings, (iii) keep the other parties reasonably informed with respect to the status of any such submissions and filings, and (iv) promptly obtain and maintain all non-actions, actions, clearances, consents, approvals, waivers, registrations, permits, authorizations, licenses, franchises, permits, exemptions, certificates or other confirmations (collectively, “Authorizations”), in each case, including under applicable Antitrust Laws, from, and promptly deliver all required notices to, any Governmental Authority necessary, proper or advisable under applicable laws and regulations Law to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act Transactions as soon as practicable. Nothing in For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, the Xxxxxxx Act, the HSR Act, the Federal Trade Commission Act, any Foreign Antitrust Laws, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. Notwithstanding anything to the contrary, (i) solely for purposes of this Section 5.4, the term Governmental Authority shall not include the SEC, and (ii) the terms and conditions of this Section 5.4 shall require not apply to any actions in respect of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sellthe SEC (including, 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 their business in a specified manner, or permit the sale, holding separate or other disposition ofwithout limitation, any assets of PNU, Monsanto actions in connection with filings or their respective Subsidiaries or submissions with the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its SubsidiariesSEC), taken together, after giving effect to the Mergerwhich are addressed in Section 5.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Laboratories Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulingsPermits or orders from all Governmental Authorities (including Gaming Authorities) or other Persons and, orders and approvalsin the case of Parent, using reasonable best efforts to enforce any remedies available to Parent in the Interim Investors Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing make, or cause to be made, the filings and authorizations required under the Other Antitrust Laws of a Notification and Report Form pursuant to jurisdictions other than the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby United States as promptly as reasonably practicable after the date hereof Execution Date and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act Other Antitrust Laws of jurisdictions other than the United States and any other Regulatory Law and use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act Other Antitrust Laws of jurisdictions other than the United States as soon as practicable. Nothing ; provided that in this Section 5.4 no event shall require any shareholder of PNU and its Subsidiaries Parent, or Monsanto and its Subsidiaries any Affiliate of any shareholder of Parent, be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, take any action with respect to any portfolio company or agree to sell, hold separate undertake any divestiture or otherwise dispose restrict its conduct with regard to any business other than the business of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation Company and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kerzner International LTD)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate A-44 46 the Merger Applicable Transaction and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Applicable Transaction or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 6.20 shall require any of PNU Parent and its Subsidiaries or Monsanto the Company and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUParent, Monsanto the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such salesales, holding holdings separate of assets or other disposition dispositions or the conduct of their business in a specified manner manner, individually or in the aggregate, is not conditioned on the Closing or would would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on Newco the business, assets, results of operations or condition (financial or otherwise) of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.Applicable Transaction; it being understood, moreover, that Parent and its Subsidiaries shall not be obligated pursuant to this Agreement to take any action that would reasonably likely have a material adverse effect on or with respect to Tennessee Gas Pipeline Company. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 6.20(a) to obtain all requisite material approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, "Regulatory Law" means the Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of the competition. (c) Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Sections 6.20(a) and 6.20(b), if any administrative or judicial action or proceeding, including and proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of A-45 47 Parent and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.20 shall limit a party's right to terminate this Agreement pursuant to Article VIII. (d) If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of Parent and the Company shall use reasonable best efforts to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement. ARTICLE VII Section 7.1
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)5.3(b) below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Riverwood Holding Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to promptly take, or cause to be taken, all actions actions, and to promptly do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "REQUIRED APPROVALS") and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders Necessary Consents and approvalsthe Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto of Buyer and the Company agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby make, as promptly as practicable after practicable, all necessary filings with Governmental Entities relating to the date hereof and Merger, and, to supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act and any other Regulatory Law such laws or by such Governmental Entities and to take all other actions necessary use reasonable best efforts to cause the expiration receipt of Required Approvals under such other laws or termination of the applicable waiting periods under the HSR Act from such Governmental Entities as soon as practicable. Nothing Notwithstanding anything to the contrary in this Section 5.4 shall require Agreement, neither Buyer nor the Company nor any of PNU and its the Buyer's Subsidiaries or Monsanto and its Subsidiaries shall be required to sell, hold separate (including by trust or otherwise dispose of otherwise) or conduct their business in a specified manner, to divest or agree to sell, hold separate divest any of their respective businesses or otherwise dispose of or conduct their business in a specified mannerassets, or permit the sale, holding separate to take or other disposition of, agree to take any assets of PNU, Monsanto action or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition agree to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would limitation that could reasonably be expected to have a Material Adverse Effect on Newco Buyer (assuming the Merger has been consummated) or to substantially impair the benefits to Buyer, as of the date hereof, to be realized from consummation of the Merger, and its Subsidiaries (including neither Buyer or the Surviving Corporation and its Subsidiaries)Company shall be required to agree to or effect any divestiture, taken together, after giving effect to hold separate any business or take any other action that is not conditional on the consummation of the Merger.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable laws and regulations to consummate cause the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing conditions to Closing set forth in Article 6 to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to obtain (including any required or recommended filings under applicable Antitrust Laws (as promptly as practicable all consentsdefined below)), waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material approvals, consents, waivers, licenses, registrations, permits, authorizationsauthorizations and other confirmations from any Governmental Authority or third party necessary, Tax rulingsproper or advisable to consummate the transactions contemplated hereby; provided, orders and approvals. In furtherance and not however, that in limitation of the foregoing, each party hereto agrees to make an appropriate filing of obtaining consent or approval from any Person (other than a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)Governmental Authority) with respect to the transactions contemplated hereby hereby, (A) without the prior written consent of Parent, which shall not be unreasonably withheld or delayed, none of the Company nor any of its Subsidiaries shall pay or commit to pay any amount to any Person or incur any liability or other obligation or materially modify any Contract and (B) neither Parent nor Merger Sub shall be required to pay or commit to pay any amount or incur any liability or obligation. For purposes hereof, "Antitrust Laws" means the Xxxxxxx Act, as promptly amended, the Xxxxxxx Act, as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to amended, the HSR Act Act, the Federal Trade Commission Act, as amended, and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from Laws issued by a Governmental Entity Authority that are designed or any other Person intended to prohibit, restrict or for any other reason, if such sale, holding separate regulate actions having the purpose or other disposition effect of monopolization or the conduct restraint of their business in a specified manner is not conditioned on the Closing trade or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerlessening of competition through merger or acquisition.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internet Brands, Inc.)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each party will of Parent, Purchaser and the Company agrees to use its reasonable best efforts to (i) make promptly its filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions, (ii) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing Transactions as promptly as practicable all documentation to effect all necessary applicationspracticable, notices, petitions, filings, tax ruling requests and other documents and including using its reasonable best efforts to obtain as promptly as practicable all any requisite approvals, consents, waivers, licensesauthorizations, orders, registrations, approvals, permits, Tax rulings and authorizations necessary exemptions or advisable to be obtained from waivers by any third party and/or any Governmental Entity Person (provided that in order to consummate respect of Contracts between the Merger Company or any of its Subsidiaries with any third Person, none of the other transactions contemplated by this Agreement Parties shall be required to make or agree to make any material payment or accept any material conditions or obligations) or Governmental Authority in connection with the Transactions and to fulfill the conditions to the Offer and the Merger, and (iiiii) taking all reasonable steps as may not take any action that would be necessary reasonably likely to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsmaterially delay or prevent consummation of the Transactions. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of file a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable (but in no event later than ten (10) Business Days after the date hereof of this Agreement) and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to use its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicablepracticable (and in any event no later than the End Date), including requesting early termination of the HSR Act waiting period. Nothing in this Section 5.4 shall require any In addition, each of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sellthe Company, 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing one hand, and Parent and Purchaser, on the other hand, agrees that it shall not extend any waiting period under the HSR Act or would reasonably be expected enter into any agreement with any Governmental Authority not to have a Material Adverse Effect on Newco and its Subsidiaries (including consummate the Surviving Corporation and its Subsidiaries)Transactions contemplated by this Agreement, taken together, after giving effect to except with the Mergerprior written consent of the other.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Packaging Corp of America)
Reasonable Best Efforts. (a) Subject to Sections 5.2, 6.1(b) and 6.1(c), the terms Company and conditions Parent shall each cooperate with the other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Merger and the other Transactions as soon as practicable, including, without limitation, preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain as soon as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the Merger and the other Transactions. The Company and Parent shall submit the notifications required under the HSR Act relating to the Merger within ten (10) Business Days of the date of this Agreement and shall prepare and file such other materials as may be required under any other applicable Antitrust Laws or Foreign Direct Investment Laws with respect to the Merger in the jurisdictions set forth on Section 6.1 of the Company Disclosure Schedules as promptly as practicable. Prior to Closing, and subject to applicable Laws relating to the exchange of information, the Company and Parent shall each keep the other apprised of the status of matters relating to the completion of the Merger and work cooperatively in connection with obtaining all required approvals or consents of any governmental agency, body, authority or entity in connection with the Merger. The Company and Parent shall have the right to review in advance, and each will consult the other to provide any necessary information with respect to all filings made with, or written materials (other than immaterial written materials) submitted to, any third party and/or any governmental agency, body authority or entity in connection with the Merger and the other Transactions. The Company and Parent shall each promptly inform the other party, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any substantive communication from any governmental agency, body, authority or entity regarding the Merger, and provide the other party with the opportunity to participate in any meeting with any governmental body, agency, authority or entity in respect of any filing, investigation or other inquiry in connection with the Transactions; provided that notwithstanding anything to the contrary in this Section 6.1, Parent shall have the principal responsibility for determining and implementing the strategy for obtaining any necessary antitrust clearance, consents or approvals (including with respect to timing and potential ways to address any concerns that may be raised) and shall lead and direct all submissions to, meetings, negotiations and communications with any governmental agency, body, authority or entity or other party in connection with matters with respect to any Antitrust Law and matters with respect to any Foreign Direct Investment Law, and shall do so in a manner reasonably designed to obtain any such clearance, consents or approvals, as promptly as reasonably practicable and, in any event prior to the End Date; but provided, further, that the foregoing shall not limit in any respect any party’s obligations under this Agreement. If either party receives a request for additional information or documentary material from any governmental agency, each body, authority or entity with respect to the Merger, then such party will use its reasonable best efforts to takemake, or cause to be takenmade, all actions promptly and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and after consultation with the other transactions contemplated by this Agreement as soon as practicable after the date hereofparty, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsan appropriate response in compliance with such request provided, noticesfurther, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, that each party hereto agrees shall each use reasonable best efforts to make an appropriate filing of respond to a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any request for additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon promptly as practicablepossible and in any event within four (4) months after receipt of a request for additional information under the HSR Act (“HSR 2R Information Request”) and neither party shall enter into an agreement with a governmental agency, authority, body or entity to delay Closing for any period beyond the statutory HSR Act waiting period without the consent of the other party; provided, further, that, if either the Company or Parent has responded in all material respects with the HSR 2R Information Request at or following the end of such four (4) month period (such party, the “Complying Party” and such date of responding in all material respects, the “Response Extension Start Date”), and at such time the other party has not replied to such HSR 2R Information Request (such party, the “Continuing Party”), such Continuing Party shall continue to use reasonable best efforts to reply to such HSR 2R Information Request (the date such reply is completed by any Continuing Party, the “Response Extension End Date” and, the number of days between the Response Extension Start Date and the Response Extension End Date, the “Response Extension Period”). Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries Subject 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity applicable Laws or any other Person request made by any applicable governmental agency, body, authority or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries entity (including the Surviving Corporation and its Subsidiariesstaff thereof), taken togetherthe Company and Parent shall each furnish to each other copies of all substantive correspondence, after giving effect filings and written communications between it and any such governmental agency, body, authority or entity with respect to this Agreement and the Merger, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of filings or submissions of information to any such governmental agency, body, authority or entity; provided that materials provided pursuant to this Section 6.1(a) may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual obligations, and (iii) as necessary to address reasonable privilege concerns.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Renewable Energy Group, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party (including, for the avoidance of doubt, Guarantor) will use (and will cause each of their respective Subsidiaries to use) its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, or causing to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Merger and Transactions, including the other transactions contemplated by this Agreement Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations authorizations, including the Governmental Requirements and as required under the HSR Act, necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of Transactions, including the other transactions contemplated by this Agreement Merger, and (ii) taking all reasonable steps as may be necessary necessary, subject to the limitations in this Section 6.2, to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party (and, in the case of Guarantor, Parent and Merger Sub their respective Subsidiaries, including, if applicable, their “ultimate parent entity” as that term is defined in the HSR Act and implementing regulations) agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within ten (10) Business Days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties), and to supply as promptly as reasonably practicable and advisable any additional information and documentary material materials that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, (y) act in good faith to make an appropriate filing with applicable Governmental Entities in order to obtain the Governmental Requirements with respect to the Transactions as promptly as reasonably practicable (with the goal of filing by the applicable dates set forth in Attachment 2 in Section 3.4 of the Company Disclosure Letter), and to supply as promptly as practicable and advisable any additional information and documentary materials that may be requested by such Governmental Entities pursuant to applicable Laws and, subject to the terms and conditions of this Agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain the Governmental Requirements under such Laws and (z) make all other necessary registrations, declarations, notifications and filings with Governmental Entities as reasonably promptly as practicable after the date hereof, and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested by such Governmental Entities under any applicable Laws. Nothing Without limiting the generality of the undertakings of Guarantor, Parent and Merger Sub pursuant to this Section 6.2(a) and notwithstanding anything in this Section 5.4 shall require any Agreement to the contrary, Guarantor, Parent and Merger Sub will use (and will cause each of PNU and its Subsidiaries or Monsanto and its their respective Subsidiaries to use) their reasonable best efforts to take, or cause to be taken, any and all steps necessary or prudent, to avoid or eliminate each and every impediment under any applicable Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Transactions, including the Merger, as promptly as practicable, and in any event prior to the Outside Date, including by becoming subject to, consenting to, committing to, and/or negotiating, proposing, offering, settling, undertaking or agreeing to, or otherwise taking any action with respect to, permitting or suffering to exist, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, lease, assign, transfer, divest, encumber, hold separate or otherwise dispose of any share capital or conduct their other equity voting interests, assets, licenses, operations, rights, product lines, business or portion of business of the Company, the Surviving Corporation, Guarantor, Parent, Merger Sub or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, licenses, operations, rights, product lines, the business or portion of the business of the Company, the Surviving Corporation, Guarantor, Parent, Merger Sub or any Subsidiary of any of the foregoing in a specified any manner, (C) impose any restriction, requirement or agree limitation on the freedom of actions with respect to sellownership, hold separate retention, conduct, operation of, or ability to retain, or make changes in, or otherwise dispose limit in any way any assets, licenses, operations, rights, product lines, business or portion of business, in each case, of the Company, the Surviving Corporation, Guarantor, Parent, Merger Sub or conduct any Subsidiary of any of the foregoing, (D) terminate, amend or assign existing relationships and their business in a specified mannercontractual rights and obligations of the Company, the Surviving Corporation, Guarantor, Parent, Merger Sub or any Subsidiary of any of the foregoing, (E) grant any right or commercial or other accommodation to, or permit the sale, holding separate enter into any material commercial contractual or other disposition commercial relationship, with any third party, or (F) to (i) avoid the entry of, and the commencement of litigation seeking the entry of, any assets injunction, temporary restraining order or other order or judgment in any suit of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from Proceeding by a Governmental Entity or any other Person person under applicable Laws, that would otherwise have the effect of materially delaying or for preventing the consummation of the Merger or (ii) effect the dissolution of any other reason, if such sale, holding separate injunction restraining order or other disposition order or the conduct judgment (any matter set forth in clauses (A) to (F), a “Remedy”); provided that neither Guarantor, Parent and Merger Sub nor any of their business in respective Subsidiaries shall be required to take any of the actions referred to above with respect to a specified manner Remedy unless the effectiveness thereof is not conditioned on the Closing occurrence of the consummation of the Merger; and provided, further, that nothing shall require either Guarantor, Parent or Merger Sub (or any of their respective Subsidiaries) to agree or consent to any Remedy that would be or would reasonably be expected to have to, individually or in the aggregate, result in a Material Adverse Effect material adverse effect on Newco (1) the Company and the Company Subsidiaries taken as a whole, (2) on Parent, Company, Merger Sub, and their respective Subsidiaries, taken as a whole, or (3) on Guarantor and its Subsidiaries taken as a whole. Guarantor, Parent and Merger Sub will (and will cause their respective Subsidiaries to) oppose fully and vigorously, including by defending through litigation on the merits, any claim asserted in court by any Governmental Entity or any other person under any Law in order to avoid entry of, or to have vacated, lifted, reversed, overturned or terminated, any order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Outside Date; provided, however, that such obligation to litigate in no way limits the obligation of each of Guarantor, Parent and Merger Sub to use, and cause each of its Subsidiaries to use, its and their reasonable best efforts, and to take any and all steps necessary to avoid or eliminate each and every impediment under any Law to consummate the Transactions, including the Surviving Corporation and its Subsidiaries), taken together, after giving effect Merger prior to the MergerOutside Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (M.D.C. Holdings, Inc.)
Reasonable Best Efforts. (a) Subject to Each of Company and Parent shall cooperate with and assist the terms other party, and conditions of this Agreement, each party will shall use its reasonable best efforts efforts, to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationsfilings, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, ordersstatements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all approvals, consents, registrations, permits, Tax rulings authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or other Person, including any Governmental Entity in order Entity, that are necessary, proper or advisable to consummate the Merger and other transactions contemplated hereby in the most expeditious manner practicable, but in any event before the Termination Date. Except as otherwise expressly contemplated hereby, each of Company and Parent shall not, and shall cause its Subsidiaries not to, take any action or knowingly omit to take any action within its reasonable control where such action or omission would, or would reasonably be expected to, result in (A) any of the conditions to the Merger set forth in Article 6 not being satisfied prior to the Termination Date or (B) a material delay in the satisfaction of such conditions. Neither Parent nor Company will directly or indirectly extend any waiting period under the HSR Act or other Regulatory Laws or enter into any agreement with a Governmental Entity to delay or not to consummate the transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation except with the prior written consent of the foregoingother, each party hereto agrees to make an appropriate filing which consent shall not be unreasonably withheld in light of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to closing the transactions contemplated hereby as promptly as practicable after by this Agreement on or before the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerTermination Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Johnson Controls Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofAgreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulingsPermits or orders from all Governmental Authorities (including Gaming Authorities) or other Persons and, orders and approvalsin the case of Parent, using reasonable best efforts to enforce any remedies available to Parent in the Interim Investors Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby by this Agreement as promptly as practicable after the date hereof (and in any event within 10 Business Days) and to make, or cause to be made, the filings and authorizations required under the Other Antitrust Laws of jurisdictions other than the United States as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or the Other Antitrust Laws of jurisdictions other than the United States and any other Regulatory Law and use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act or the Other Antitrust Laws of jurisdictions other than the United States as soon as practicable. Nothing ; provided that in this Section 5.4 no event shall require any shareholder of PNU and its Subsidiaries Parent, or Monsanto and its Subsidiaries any Affiliate of any shareholder of Parent, be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, take any action with respect to any portfolio company or agree to sell, hold separate undertake any divestiture or otherwise dispose restrict its conduct with regard to any business other than the business of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation Company and its Subsidiaries). Without limiting the foregoing, taken together, after giving effect the parties shall request and shall use reasonable best efforts to obtain early termination of the Mergerwaiting period under the HSR Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kerzner International LTD)
Reasonable Best Efforts. (a) Subject to Each of the terms and conditions of this Agreement, each party will Parties shall use its all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the Merger transactions contemplated hereby, including as promptly as reasonably practicable following the execution and delivery of this Agreement, making the notifications or filings under applicable Antitrust Laws indicated in Annex C-1 and as promptly as reasonably practicable after the Closing, making the notifications or filings under applicable Antitrust Laws indicated in Annex C-2, and, thereafter, furnishing as promptly as reasonably practicable any supplemental information requested in connection therewith by any Antitrust Authority pursuant to any such Antitrust Law. The Parties each shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with their preparation of any filing, registration or declaration that is necessary under the Antitrust Laws and any other Laws. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Antitrust Authority or Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement as soon as practicable after Agreement) in respect of any such filing, registration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by Law, provide the date hereofother Party with copies of any such communications that are in writing). None of the Parties, including any Group Company nor any of their respective Representatives shall independently participate in any meeting, or engage in any substantive communication (i) preparing and filing as promptly as practicable all documentation to effect all necessary applicationswritten or verbal), notices, petitions, with any Antitrust Authority or Governmental Authority in respect of any such filings, tax ruling requests and investigation or other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate inquiry without giving the Merger or any other Party prior notice of the meeting and, to the extent permitted by such Antitrust Authority or Governmental Authority and reasonably practicable under the circumstances, the opportunity to attend or participate in such meeting or communication. Notwithstanding anything to the contrary in this Agreement, subject to applicable Law, Alpine shall have the right to direct and implement the required steps and procedures with respect to seeking and obtaining all clearances, approvals or other consents under Antitrust Laws in connection with the consummation of the transactions contemplated by this Agreement hereby and (ii) taking shall take the lead in all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders meetings and approvals. In furtherance and not communications with any Antitrust Authority in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect matter related to the transactions contemplated hereby as promptly as practicable hereby. The foregoing provisions of this Section 5.05(a) shall continue to apply from and after the date hereof and to supply as promptly as practicable Closing until all proceedings under any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Antitrust Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerbeen completed.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party will of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective expeditiously the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofTransactions, including including, but not limited to: (i) preparing and filing as promptly as practicable with any Governmental Entity or other third party all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents that are necessary, proper or advisable to consummate the Transactions, (ii) obtaining and to obtain as promptly as practicable maintaining all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulingsconfirmations and waivers required to be obtained from any Governmental Entity or other third party that are necessary, orders proper or advisable to consummate the Transactions and approvals(iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable after and in any event within 10 business days of the date hereof of this Agreement and to shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and shall use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing In addition, in this Section 5.4 furtherance and not in limitation of the foregoing, each of Parent and the Company shall require make all appropriate filings required by the German Federal Cartel Office with respect to the Transactions as promptly as practicable and shall supply as promptly as practicable any additional information and documentary material that may be requested by the German Federal Cartel Office and shall use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of any applicable waiting periods imposed by the German Federal Cartel Office as soon as practicable. Notwithstanding the foregoing, the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity in connection with the Transactions or (B) divesting or otherwise holding separate (including by establishing a trust otherwise) (or otherwise agreeing to do any of PNU and the foregoing) with respect to Parent or its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate Affiliates or otherwise dispose any of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries businesses, assets or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerproperties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stratos International Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 6.4, Parent and the Company shall cooperate with each party will other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws Laws to cause the conditions set forth in Article VII to be satisfied and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests reports and other documents filings and to obtain as promptly as practicable all consents, waivers, licenses, ordersapprovals, registrations, approvalsauthorizations, permitswaivers, Tax rulings Permits and authorizations Orders necessary or advisable to be obtained from any third party Third Party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby by this Agreement as promptly soon as reasonably practicable after the date hereof and of this Agreement, (ii) make all necessary notifications, filings or registrations necessary to obtain the other Required Antitrust Approvals as soon as reasonably practicable after the date of this Agreement, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and or any other Regulatory Law Required Antitrust Approvals and (iv) use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 6.5 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act or other Antitrust Laws as soon as practicable. Nothing in this Section 5.4 Without limiting the foregoing, the Parties shall require any request and shall use reasonable best efforts to obtain early termination of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or waiting period under the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerHSR Act.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party of the Company, Parent and Merger Sub will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereofof this Agreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary or advisable to make all necessary filings and obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsapprovals (including providing all necessary information and documentary material and providing personnel as necessary to attend any regulatory meetings, hearings or other proceedings). In furtherance and not in limitation of the foregoing, each party hereto of the Company and Parent agrees to make make, as promptly as practicable after the date of this Agreement, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, (B) appropriate filings required by the Transaction Approvals and (C) all other necessary filings with any other Regulatory Law (as defined in Section 5.4(b)) Governmental Entity with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such requirements and to take all other actions necessary use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as in the most expeditious manner practicable. Nothing in this Section 5.4 Notwithstanding the foregoing, neither Parent nor the Company shall, and shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or cause their respective Subsidiaries or the conduct of their business Representatives not to, participate in a specified manner, whether as a condition to obtaining any approval from a meeting with any Governmental Entity in connection with the Transaction Approvals unless it consults with the other party in advance and gives the other party the opportunity to attend or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect participate to the Mergerextent permitted by such Governmental Entity. The Company and Parent will each request early termination of the waiting period with respect to the Merger under the HSR Act.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to Section 7.09 and ------------ ----------------------- the terms and conditions of this Agreementprovided herein, each party will of the Company and Parent shall, and shall cause each of its Subsidiaries to, cooperate and use its their reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to domake, or cause to be donemade, all things filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after including, without limitation, the date hereofCompany's and Parent's reasonable best efforts to obtain, including (i) preparing and filing as promptly as practicable prior to the Closing Date, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orderspermits, registrationsconsents, approvals, authorizations, qualifications and orders of Governmental Authorities (other than with respect to any licenses, permits, Tax rulings consents, approvals, authorizations, qualifications and authorizations orders of any Antitrust Authority which the Company and Parent shall use their best efforts to obtain) and parties to contracts with the Company or Parent, as the case may be, and their respective Subsidiaries as are necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any for consummation of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps in order to comply with applicable Laws; provided however, that except as may otherwise -------- ------- contemplated by this Agreement, no material loan agreement or contract for borrowed money shall be necessary repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to materially increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain all any such material consentsconsent, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation approval or authorization without first obtaining the written approval of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Georgia Pacific Corp)
Reasonable Best Efforts. (a) Subject to Section 5.2, Section 7.1(b) and Section 7.1(c), the terms Company and conditions of this Agreement, Parent shall each party will cooperate with the other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, promptly (i) take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereofpracticable, including (i) including, without limitation, preparing and filing as promptly as practicable and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, tax ruling requests registrations, submissions of information, applications and other documents and to (ii) obtain as promptly soon as practicable all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings expirations or terminations of waiting periods, authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or any Governmental Entity in order or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the Merger or any of and the other transactions contemplated by this Agreement. The Company and Parent shall submit the notifications required under the HSR Act relating to the Merger within ten (10) Business Days of the date of this Agreement and (ii) taking all reasonable steps shall prepare and file such other materials as may be required under any applicable laws relating to the Merger in the jurisdictions set forth on Section 7.1(a) of the Company Disclosure Schedules as promptly as practicable following the date of this Agreement. Prior to Closing, and subject to applicable laws relating to the exchange of information, the Company and Parent shall each keep the other apprised of the status of matters relating to the completion of the Merger and work cooperatively in connection with obtaining all required approvals or consents of any governmental agency, body, authority or entity in connection with the Merger. The Company and Parent shall have the right to review in advance, and each will consult the other to provide any necessary information with respect to obtain all such material filings made with, or written materials submitted to, any third party and/or any governmental agency, body, authority or entity in connection with the Merger and the other transactions contemplated by this Agreement. The Company and Parent shall each promptly inform the other party, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any communication from any governmental agency, body, authority or entity regarding the Merger, and provide the other party with the opportunity to participate in any meeting, teleconference, or videoconference with any governmental agency, body, authority or entity in respect of any filing, investigation or other inquiry in connection with the Transactions; provided that notwithstanding anything to the contrary in this Section 7.1, Parent shall have the principal responsibility, in consultation with the Company, for determining and implementing the strategy for obtaining any necessary clearance, consents, waiversapprovals, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form or waiting period expirations or terminations pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)x) antitrust, competition or trade regulation law that may be asserted by any governmental agency, body, authority or entity with respect to the transactions contemplated hereby 66 Merger (collectively, “Antitrust Laws”) or (y) other applicable laws and shall do so in a manner reasonably designed to obtain any such clearance, consents, approvals or waiting period expirations or terminations, as promptly as reasonably practicable and, in any event prior to the End Date; but provided, further, that the foregoing shall not limit in any respect any party’s obligations under this Agreement. If either party receives a request for additional information or documentary material from any governmental agency, body, authority or entity with respect to the Merger, then such party will use its reasonable best efforts to make, or cause to be made, as promptly as practicable and after consultation with the date hereof other party, an appropriate response in compliance with such request. Subject to applicable laws or any request made by any applicable governmental agency, body, authority or entity (including the staff thereof), the Company and Parent shall each furnish to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to each other copies of all correspondence, filings (other than the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods notifications required under the HSR Act Act) and written communications between it and any such governmental agency, body, authority or entity with respect to this Agreement and the Merger, and furnish the other party with such necessary information and reasonable assistance as soon as practicable. Nothing the other party may reasonably request in connection with its preparation of filings or submissions of information to any such governmental agency, body, authority or entity; provided that materials provided pursuant to this Section 5.4 shall require any 7.1(a) may be redacted (x) to remove references concerning the valuation of PNU the Company, (y) as necessary to comply with contractual obligations, and its Subsidiaries (z) as necessary to address reasonable privilege or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerconfidentiality concerns.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject Prior to the Closing, upon the terms and subject to the conditions of this Agreementhereof, each party will of the Parties shall use its all their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under (subject to applicable laws and regulations law) to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereofpossible, including to (i) preparing prepare and filing as promptly as practicable file all documentation to effect all necessary applicationsforms, notices, petitions, filings, tax ruling requests registrations and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order notices required to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking take of all reasonable steps such actions as are necessary to obtain any requisite waiver, consent, permit, authorization, qualification, order or approval of, or any exemption by, any Governmental Entity or other third party, required to be obtained or made by the Company, the Parent or the Transitory Subsidiary in connection with the transactions contemplated hereby, including all filings, applications and submissions under the DGCL as may be necessary reasonably required to obtain all such material consents, be made in connection with this Agreement and the transactions contemplated hereby (any of the foregoing waivers, licenses, registrationsconsents, permits, authorizations, Tax rulingsqualifications, orders orders, approvals or exemptions, an "Approval") and approvals(ii) the satisfaction of the other Parties' conditions to Closing. In furtherance and not in limitation of the foregoingaddition, each party no Party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and shall take any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable action after the date hereof and that would reasonably be likely to supply as promptly as practicable delay materially the obtaining of, or result in not obtaining, any additional information and documentary material that may Approval from any Governmental Entity or other third party necessary to be requested pursuant obtained prior to Closing. Notwithstanding anything to the HSR Act and contrary contained herein, neither the Parent nor the Company shall be required to agree, as a condition to any other Regulatory Law and Approval, to take all other actions necessary divest itself or hold separate any Subsidiary, division or business unit and, without the Parent's prior written consent, the Company shall not be entitled to cause the expiration divest or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose take or commit to take any action that limits the Parent's or the Transitory Subsidiary's freedom of or conduct their business in a specified manneraction with respect of, or agree their ability to sellretain, hold separate the Company or otherwise dispose any material portions thereof or any of the businesses, product lines, properties or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity Company or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party of the parties will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) i)- preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) ii)- taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance The parties agree that any costs and not in limitation expenses of obtaining such consents, waivers, licenses, registrations, permits, authorizations, orders and approvals shall be borne by the Company, including any costs and expenses related obtaining a consent, waiver or other approval of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant parties to the HSR Act Company's Third Amended and any other Regulatory Law (Restated Investor Rights Agreement, dated April 28, 2000, as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to amended (the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable"Existing Investors' Rights Agreement"). Nothing in this Agreement (including this Section 5.4 6.1) shall require Purchasers to amend any of PNU Transaction Documents or enter into any additional agreements in order to obtain any consents, waivers, licenses, registrations, permits, authorizations, orders and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerapprovals contemplated above.
Appears in 1 contract
Samples: Stock Purchase Agreement (Allen & Co Inc/Allen Holding Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 6.17 shall require any of PNU Parent and its Subsidiaries or Monsanto the Company and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUParent, Monsanto the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such salesales, holding holdings separate of assets or other disposition dispositions or the conduct of their business in a specified manner is manner, individually or in the aggregate, are not conditioned on the Closing or would would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on Newco the business, assets, results of operations or condition (financial or otherwise) of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerMerger (a "Post-Merger Material Adverse Effect"); it being understood that Parent and its Subsidiaries shall not be obligated pursuant to this Agreement to take any action that would reasonably be likely to have a material adverse effect on or with respect to Tennessee Gas Pipeline Company or ANR Pipeline Company and any such material adverse effect shall constitute a "Post-Merger Material Adverse Effect", and that without the consent of Parent, the Company shall not take any action that would reasonably be likely to have a Post-Merger Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (El Paso Energy Corp/De)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger Applicable Transaction and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Applicable Transaction or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 6.20 shall require any of PNU Parent and its Subsidiaries or Monsanto the Company and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUParent, Monsanto the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such salesales, holding holdings separate of assets or other disposition dispositions or the conduct of their business in a specified manner manner, individually or in the aggregate, is not conditioned on the Closing or would would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on Newco the business, assets, results of operations or condition (financial or otherwise) of Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerApplicable Transaction; it being understood, moreover, that Parent and its Subsidiaries shall not be obligated pursuant to this Agreement to take any action that would reasonably likely have a material adverse effect on or with respect to Tennessee Gas Pipeline Company.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and ----------------------- conditions of this Agreementprovided herein, each party will of the Company, Parent and Sub shall, and the Company shall cause each of its Subsidiaries to, cooperate and use its their reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to domake, or cause to be donemade, all things filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after including, without limitation, their reasonable best efforts to obtain, prior to the date hereofClosing Date, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orderspermits, registrationsconsents, approvals, permitsauthorizations, Tax rulings qualifications and authorizations orders of governmental authorities and parties to contracts with the Company and its Subsidiaries as are necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any for consummation of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps to fulfill the conditions to the Offer and the Merger; provided, however, that no loan agreement or contract for borrowed money shall -------- ------- be repaid except as may currently required by its terms, in whole or in part, and no contract shall be necessary amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain all any such material consentsconsent, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsapproval or authorization without the prior written consent of Parent (which shall not be unreasonably withheld). In furtherance and not in limitation Without limiting the generality of the foregoing, each party hereto agrees without the prior written consent of the Company, neither Parent nor Sub will take any action which would cause any of the conditions set forth in the Commitment Letter not to be satisfied or which would make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined its representation in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date 5.8 hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergeruntrue.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger Offer, the Mergers and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Offer, the Mergers or any of the other transactions contemplated by this Agreement Transactions and (ii) taking using reasonable best efforts to take all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders Table of Contents and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within ten (10) business days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pharmacyclics Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party of the Company, Parent and Merger Sub will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as in the most expeditious manner practicable after the date hereofof this Agreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto of the Company and Parent agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and in connection with approvals of or filings with any other Regulatory Law (as defined in Section 5.4(b)) Governmental Entity with respect to the transactions contemplated hereby as promptly as practicable after the date hereof of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law such requirements and to take all other actions necessary use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as in the most expeditious manner practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pediatric Services of America Inc)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this AgreementAgreement and in accordance with applicable Laws, each party of the parties to this Agreement will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to ensure that the conditions to the Merger set forth in Article VI are satisfied and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect obtaining all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consentsactions or non-actions, waivers, licenses, orders, registrations, approvals, permits, Tax rulings consents and authorizations approvals from Governmental Entities and making all necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement registrations and (ii) filings and taking all reasonable steps as may be necessary to obtain all such material consentsan approval or waiver from, waiversor to avoid an action or proceeding by, licensesany Governmental Entity, registrations(ii) making, permitsas promptly as practicable (and in any event within 10 Business Days), authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable not extending any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods period under the HSR Act or entering into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto, (iii) making, as soon promptly as practicable. Nothing , appropriate filings under any other antitrust, competition or premerger notification, trade regulation law, regulation or order, (iv) obtaining all necessary consents and waivers under any and all Contracts, Leases and Permits to which the Company or its Subsidiaries is a party in connection with this Section 5.4 shall require any Agreement and the consummation of PNU the Merger and the transactions contemplated hereby so as to maintain and preserve the benefits under such Contracts, Leases or Permits following the consummation of the Merger and the transactions contemplated hereby (such consents or waivers to be obtained by the Company in consultation with Parent) and obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary to be obtained or taken in connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of Purchaser, the Company and its Subsidiaries may not pay or Monsanto and its Subsidiaries commit to sell, hold separate pay any amount of cash or otherwise dispose of or conduct their business in a specified mannerother consideration, or agree incur or commit to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate incur any liability or other disposition ofobligation, in connection with obtaining such consent, approval or waiver, (v) subject to first having used reasonable best efforts to negotiate a resolution of any assets of PNUobjections underlying such lawsuits or other legal proceedings, Monsanto defending and contesting any lawsuits or their respective Subsidiaries other legal proceedings, whether judicial or administrative, challenging this Agreement or the conduct consummation of their business in a specified mannerthe transactions contemplated by this Agreement, whether as a condition including seeking to obtaining have any approval from a stay or temporary restraining order entered by any Governmental Entity vacated or reversed, and (vi) executing and delivering any other Person or for any other reasonadditional instruments necessary to consummate the transactions contemplated hereby, if such sale, holding separate or other disposition or and to fully carry out the conduct purposes of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergerthis Agreement.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate the Merger Arrangement and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Arrangement or any of the other transactions contemplated by this Agreement and Agreement, (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax securities and tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act Act, the CA, the ICA and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act Act, the CA, the ICA and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the CA as soon as practicable. Nothing in this Section 5.4 shall require any of PNU , and its Subsidiaries (iii) preparing and filing on a promptly as practicable basis all documentation to effect all necessary applications notices, filings and to obtain all waivers and consents necessary or Monsanto advisable to be obtained from the QSC, OSC, the other Canadian provincial securities authorities and its Subsidiaries to sellthe TSE, 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or NASDAQ and the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerLSE.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 7.5, Parent and the Company shall cooperate with each party will other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws Laws to cause the conditions set forth in Article VIII to be satisfied and regulations to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable after the date hereofpracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests reports and other documents filings and to obtain as promptly as practicable all consents, waivers, licenses, ordersapprovals, registrations, approvalsauthorizations, permitswaivers, Tax rulings Permits and authorizations necessary Orders necessary, proper or advisable to be obtained from any third party and/or Third Party or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, each party hereto Party hereby agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after by this Agreement within seven (7) Business Days of the date hereof of this Agreement, (ii) make all necessary notifications, filings or registrations necessary to obtain the other Required Antitrust Approvals within seven (7) Business Days of the date of this Agreement and to (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and or any other Regulatory Law Required Antitrust Approvals. Parent shall pay directly to the applicable Governmental Entity the applicable filing fee required in connection with the filings and other materials required under the HSR Act, or in connection with any other Required Antitrust Approvals. Without limiting the foregoing, the parties shall request and shall use reasonable best efforts to take all other actions necessary to cause the expiration or obtain early termination of the applicable waiting periods period under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerAct.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Iris International Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Closing Date, each party Party will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvalsAgreement. In furtherance and not in limitation of the foregoing, the Parties shall cooperate with each party hereto agrees other and use their respective commercially reasonable efforts to make an appropriate filing promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of a Notification all third parties and Report Form pursuant Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Parent shall have the right to review in advance, and, to the HSR Act extent practicable, Company will consult with Parent on, subject to applicable laws relating to the confidentiality of information, all the information relating to the Company and any of its Subsidiaries, that appear 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. The Parties shall consult with each other Regulatory Law (as defined in Section 5.4(b)) 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 hereby as promptly as practicable after by this Agreement and each Party will keep the date hereof and other apprised of the status of matters relating to supply as promptly as practicable any additional information and documentary material that may completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be requested pursuant deemed to the HSR Act and any other Regulatory Law and require Parent to take all other actions necessary any action, or commit to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require take any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manneraction, or agree to sellany condition or restriction, hold separate in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or otherwise dispose of Governmental Entities, which, in Parent’s reasonable judgment, would be expected to have, individually or conduct their business in the aggregate with any such other actions, a specified manner, or permit the sale, holding separate or other disposition ofmaterially burdensome effect on Parent, any assets of PNU, Monsanto or their respective its significant Subsidiaries or the conduct of their business in Company or a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned materially adverse effect on the Closing or would reasonably be expected anticipated benefits of the transaction to have Parent (a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries“Materially Burdensome Regulatory Condition”), taken together, after giving effect to the Merger.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)below) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 5.4(a) shall require any of PNU Wxxxxx-Xxxxxxx and its Subsidiaries or Monsanto Agouron and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUWxxxxx-Xxxxxxx, Monsanto Agouron or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco Wxxxxx-Xxxxxxx and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Agouron Pharmaceuticals Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementhereof, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. Nothing in this Section 5.4 8.1 shall require any of PNU the Company and its Subsidiaries or Monsanto Fidelity and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUthe Company, Monsanto Fidelity or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner either (x) is not conditioned on the Closing or (y) would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries)Corporation, taken togetheras a whole, after giving effect to the MergerMerger (any such sale, holding separate or other disposition or conduct of business referred to (x) or (y) shall be referred to herein as a "Burdensome Condition").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
Reasonable Best Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, including Section 10.01, each party will of Seller and Purchaser shall use its reasonable best efforts to takecause each Closing to occur, including using its reasonable best efforts to obtain all material consents, permits, authorizations and approvals of, and to make all necessary filings, notifications or cause to be takenregistrations with, all actions Governmental Entities and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate other persons which are necessary for the Merger and consummation of the other transactions contemplated by this Agreement as soon as practicable after the date hereofTransaction Agreements. Further, including (i) preparing if the Initial Closing occurs and filing any Foreign Country Unit has not been transferred to Purchaser, each of Seller and Purchaser shall use its reasonable best efforts to cause such Foreign Country Units to be transferred as promptly as practicable thereafter. The parties agree that the obligations of Seller under this Section 10.03 and under Section 10.04 shall not require it to spend any material amount of money or make any material economic concessions in connection with (i) the Debt Financing, (ii) obtaining consents for which Purchaser bears the costs, expenses, obligations and liabilities under Section 10.01 and (iii) obtaining approvals required by the HSR Act or any other antitrust or competition law or regulation; provided, however, that Seller shall pay the costs, fees and expenses (x) imposed on Seller in connection with the making of all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable notifications or registrations with all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations Governmental Entities which are necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate for the Merger or any consummation of the other transactions contemplated by this Agreement the Transaction Agreements and (iiy) taking all reasonable steps incurred by Seller in furnishing any information and assistance as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (reasonably requested by Purchaser as defined provided in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger10.04.
Appears in 1 contract
Samples: Acquisition Agreement (Alcoa Inc)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger Mergers and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing filing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement Transactions and (ii) taking all reasonable steps as may be necessary to obtain all such material waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly as practicable practicable, and in any event within twenty (20) business days after the execution of this Agreement (unless a later date hereof is mutually agreed between the Parties), and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Laboratories Inc)
Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each party will of the Parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement and to cause each of the conditions to Closing set forth in Article VII below to be satisfied, in each case, as soon as practicable following the date of this Agreement (including seeking early termination of the waiting period under the HSR Act), provided that such efforts shall not include any requirement to expend a material amount of money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party for any extraordinary purpose or in response to any extraordinary demand. Without limiting the generality of the foregoing, the Sellers and the Purchaser hereby agree to provide promptly to Governmental Entities with regulatory jurisdiction over enforcement of any applicable antitrust laws all information and documents requested by any such Governmental Entity or necessary, proper or advisable to permit consummation of the transactions contemplated hereby, and to file any Notification and Report Form and related material required under the HSR Act as soon as practicable after the date hereof, including (i) preparing and filing in any event no later than August 29, 2003. The Purchaser and the Sellers shall each thereafter use its reasonable best efforts to complete as promptly soon as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling its substantial compliance with any requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any for additional information and or documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods made under the HSR Act as soon as practicableAct. Nothing Furthermore, prior to the Closing, the Sellers and the Company shall use their reasonable commercial efforts to assist the Purchaser in this Section 5.4 any undertaking to retire the Company's outstanding High-Yield Debt (which such retirement, whether pursuant to a tender offer made by the Purchaser or otherwise, would occur following, and be contingent upon, the Closing); provided however, that under no circumstances shall require the Company be required to call any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manneroutstanding High-Yield Debt for redemption, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit shall the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity Company or any other Person or Seller be required to expend a material amount of money, unless the Purchaser has agreed in writing to reimburse the Company and/or the Sellers for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Mergeramounts.
Appears in 1 contract
Samples: Purchase Agreement (Rayovac Corp)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after (including the date hereofOffer and the Merger), including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, Tax rulingsPermits or orders from all Governmental Authorities or other Persons and, orders and approvalsin the case of Parent, using reasonable best efforts to enforce any remedies available to Parent in the Investors Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant make, or cause to be made (to the HSR Act extent not previously made prior to the date of this Agreement), the filings and any authorizations required under the Other Antitrust Laws of jurisdictions other Regulatory than the United States and under applicable Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby DOE and any other applicable Education Departments and Accrediting Bodies as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act Other Antitrust Laws of jurisdictions other than the United States or other applicable Law with respect to the DOE and any other Regulatory Law applicable Education Departments and Accrediting Bodies and use its reasonable best efforts to take or cause to be taken all other actions necessary necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods periods, or receipt of required authorizations, as applicable, under the HSR Act Other Antitrust Laws of jurisdictions other than the United States as soon as practicable. Nothing ; provided that in this Section 5.4 no event shall require any member or other holder of PNU and its Subsidiaries interests in Parent, or Monsanto and its Subsidiaries any Affiliate of any member of Parent, be required to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, take any action with respect to any portfolio company or agree to sell, hold separate undertake any divestiture or otherwise dispose restrict its conduct with regard to any business other than the business of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation Company and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Laureate Education, Inc.)
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent and the Company each party will shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity governmental entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement Transactions and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations. Without limiting the foregoing, Tax rulingseach of Parent and the Company and the Board of Directors of each of Parent and the Company shall use their reasonable best efforts to (x) take all action necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or any of the other Transactions and (y) if any state takeover statute or similar statute or regulation becomes applicable to any of the foregoing, orders take all action necessary so that the Merger and approvalsthe other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the other Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. In furtherance and not in limitation of the foregoing, if required by the HSR Act or other Regulatory Law, Parent, each party hereto agrees to Principal Stockholder and the Company each shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other application or notice required by Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby Transactions as promptly soon as reasonably practicable after the date hereof and to shall supply as promptly as practicable any additional information and documentary material materials that may be requested pursuant to the HSR Act and shall timely file any other documents, or timely make any appearances, required by Regulatory Law and use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableand any other Regulatory Law. Nothing in this Section 5.4 8.08 shall require any of PNU and its Subsidiaries Parent or Monsanto and its Subsidiaries any Parent Subsidiary or the Company or any Subsidiary 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 their business in a specified manner, or permit the sale, holding separate or other disposition of, of any assets of PNU, Monsanto Parent and the Parent Subsidiaries or their respective the Company and the Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity governmental entity or any other Person or for any other reason, if such sale, holding separate or other disposition or . Parent shall use reasonable best efforts to cause the conduct of their business Amendment to Parent Credit Facilities and the Amendment to Parent Capital Leases to remain in a specified manner is not conditioned on full force and effect from and after the date hereof through the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the MergerDate.
Appears in 1 contract
Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementhereof, each party agrees that it will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable after the date hereof, including including, without limitation, (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests petitions and other documents filings and to obtain obtaining as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, Tax rulings permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and Agreement, (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, orders, registrations, permitspermits and authorizations (including, authorizationswithout limitation, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make making an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply supplying as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take taking all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable), and (iii) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed. Nothing in this Section 5.4 7.2 shall require or be construed to require Parent or any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, license, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, license, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of PNUthe Company, Monsanto Parent or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capitol Transamerica Corp)
