Common use of Regulatory Approvals; Efforts Clause in Contracts

Regulatory Approvals; Efforts. (a) During the Pre-Closing Period, the Parties shall use their respective reasonable best efforts to consummate and make effective the Transactions in accordance with the terms hereof. Without limiting the foregoing, during the Pre-Closing Period, the Parties shall use their respective reasonable best efforts to (i) promptly obtain all authorizations, consents, Orders and approvals of all Governmental Authorities or other Persons that may be, or become, necessary for the performance of their respective obligations pursuant to this Agreement and the consummation of the Transactions, (ii) take all actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, Orders and approvals, and (iii) avoid entry of, or effect the dissolution of, any Order that would have the effect of preventing or materially delaying the consummation of the Transactions. The Parties will cooperate in seeking to promptly obtain all such authorizations, consents, Orders and approvals. In furtherance and not in limitation of the foregoing, each Party agrees to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within twenty (20) Business Days of the date of this Agreement, (B) make all other required filings with respect to the EU Merger Regulations and the Other Required Antitrust Approvals promptly (and consistent with market practice) and (C) not extend any waiting period under the HSR Act, the EU Merger Regulation, or other applicable Antitrust Laws or enter into any agreement with the United States Federal Trade Commission, the United States Department of Justice or any other Governmental Authority not to consummate the Transactions, except with the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed).

Regulatory Approvals; Efforts. (a) During the Pre-Closing Period, the Parties shall use their respective reasonable best efforts to consummate and make effective the Transactions in accordance with the terms hereof. Without limiting the foregoing, during the Pre-Closing Period, the Parties shall use their respective reasonable best efforts to (i) promptly obtain all authorizations, consents, Orders and approvals of all Governmental Authorities or other Persons that may be, or become, necessary for the performance of their respective obligations pursuant to this Agreement and the consummation of the Transactions, (ii) take all actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, Orders and approvals, approvals and (iii) avoid entry of, or effect the dissolution of, any Order that would have the effect of preventing or materially delaying the consummation of the Transactions. The Parties will cooperate in seeking to promptly obtain all such authorizations, consents, Orders and approvals. In furtherance and not in limitation of the foregoing, each Party agrees to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within twenty (20) Business Days of as promptly as practicable following the date of this Agreementhereof, (B) make all other required filings with respect to the EU Merger Regulations and the Other Required Antitrust Approvals promptly (and consistent with market practicepractice in the relevant market) and (C) not extend respond as promptly as practicable to: (i) any waiting period under inquiries or requests received from the HSR Act, the EU Merger Regulation, or other applicable Antitrust Laws or enter into any agreement with the United States Federal Trade Commission, Commission or the United States Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Authority not to consummate the Transactions, except in connection with the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned antitrust or delayed)related matters.