Common use of Regulatory Issues Clause in Contracts

Regulatory Issues. Unless otherwise agreed to by MLP General Partner and Buyer General Partner, if as a condition to obtaining an agreement from any Governmental Entity not to seek an injunction preventing or delaying the consummation of the Merger and Sale Transactions, to satisfy any condition to a consent or approval of any Governmental Entity necessary for the consummation of the Merger and Sale Transactions, or to prevent the entry of any order preventing or delaying the Merger and Sale Transactions at the request of any Governmental Entity, such Governmental Entity shall require the divestiture (or the execution of a consent decree that contemplates such a divestiture) of any assets of the MLP Group Entities (a “Required Divestiture”), then Buyer General Partner shall agree to cause (or to agree in the consent decree to cause) such Required Divestitures to be made unless such Required Divestiture(s) would have a material adverse effect on the business being acquired by Buyer pursuant to this Agreement and the Purchase Agreement. Unless otherwise agreed by MLP and Buyer, all Required Divestitures shall be conditioned on the closing of the Merger. MLP and Buyer shall cooperate fully with respect to any filing, submission or communication with a Governmental Entity having jurisdiction over the Merger and Sale Transactions. Such cooperation shall include the parties’: (1) providing, in the case of oral communications with a Governmental Entity, advance notice of any such communication and an opportunity for the other party to participate; (2) providing, in the case of written communications, an opportunity for the other party to comment on any such communication and provide the other with a final copy of all such communications; and (3) complying promptly with any request for information from a Governmental Entity (including an additional request for information and documentary material, a “second request”), unless directed not to do so by the other party hereto. Notwithstanding the prior two sentences, the MLP Parties agree, and agree to cause each of the MLP Group Entities, not to participate in any communication with a Governmental Entity relating to a Required Divestiture, provided that MLP may review in advance and comment on any written submission to a Governmental Entity related to a Required Divestiture and observe any oral communications relating to any Required Divestiture. All cooperation shall be conducted in such a manner so as to preserve all applicable privileges.

Regulatory Issues. Unless (a) EntrePort shall have filed the Registration Statement with the Commission and the State Securities Departments. (b) The Commission shall have declared the Registration Statement effective and the State Securities Departments shall have issued their respective qualification orders. (c) Each of the EntrePort Shareholders Meeting and the M-Flex Shareholders Meeting shall have occurred, at which respective Meetings the Transactions shall have been approved with not more than those percentages of dissenters referenced in Section 8.10. (d) As of the Effective Time, EntrePort shall have filed a Certificate of Incorporation with the Secretary of State for the State of Delaware in the form attached hereto as EXHIBIT 8.8(d) for the incorporation of "ENTREPORT DELAWARE," which Certificate shall not have been amended, corrected, or otherwise agreed modified without the consent of M-Flex, which consent M-Flex may withhold or delay in its sole and absolute discretion. (e) As of the Effective Time, EntrePort Delaware shall have adopted By-Laws in the form attached hereto as EXHIBIT 8.8(e), which By-Laws shall not have been amended, corrected, or otherwise modified without the consent of M-Flex, which consent M-Flex may withhold or delay in its sole and absolute discretion. (f) As of the Effective Time, EntrePort Delaware shall have taken such only corporate action as is in the form attached hereto as Exhibit 8.8(f), which corporate action shall not have been amended, corrected, or otherwise modified without the consent of M-Flex, which consent M-Flex may withhold or delay in its sole and absolute discretion. (g) EntrePort shall have filed a listing application for EntrePort Delaware with the American Stock Exchange, which shall have conditionally approved such listing application and approved the commencement of trading of the common stock of EntrePort Delaware on the American Stock Exchange, subject only to by MLP General Partner such conditions as M-Flex, in its sole and Buyer General Partnerabsolute discretion, if as a condition may disapprove. (h) As of the Effective Time, all other necessary governmental and corporate consents, licenses, and approvals required to obtaining an agreement from any Governmental Entity not to seek an injunction preventing or delaying the consummation of effectuate the Merger and Sale Transactions, to satisfy any condition to a consent or approval of any Governmental Entity necessary for the consummation of the Merger and Sale Transactions, or to prevent the entry of any order preventing or delaying the Merger and Sale Transactions at the request of any Governmental Entity, such Governmental Entity shall require the divestiture (or the execution of a consent decree that contemplates such a divestiture) of any assets of the MLP Group Entities (a “Required Divestiture”), then Buyer General Partner shall agree to cause (or to agree in the consent decree to cause) such Required Divestitures to be made unless such Required Divestiture(s) would have a material adverse effect on the business being acquired by Buyer pursuant to this Agreement and the Purchase Agreement. Unless otherwise agreed by MLP and Buyer, all Required Divestitures shall be conditioned on the closing of the Merger. MLP and Buyer shall cooperate fully with respect to any filing, submission or communication with a Governmental Entity having jurisdiction over the Merger and Sale Transactions. Such cooperation shall include the parties’: (1) providing, in the case of oral communications with a Governmental Entity, advance notice of any such communication and an opportunity for the other party to participate; (2) providing, in the case of written communications, an opportunity for the other party to comment on any such communication and provide the other with a final copy of all such communications; and (3) complying promptly with any request for information from a Governmental Entity (including an additional request for information and documentary material, a “second request”), unless directed not to do so by the other party hereto. Notwithstanding the prior two sentences, the MLP Parties agree, and agree to cause each of the MLP Group Entities, not to participate in any communication with a Governmental Entity relating to a Required Divestiture, provided that MLP may review in advance and comment on any written submission to a Governmental Entity related to a Required Divestiture and observe any oral communications relating to any Required Divestiture. All cooperation shall be conducted in such a manner so as to preserve all applicable privilegesbeen obtained.

Regulatory Issues. Unless otherwise agreed to by MLP General Partner El Paso Parent and Buyer General PartnerEnterprise MLP, if as a condition to obtaining an agreement from any Governmental Entity not to seek an injunction preventing or delaying the consummation of the Merger and Sale Transactions, Transactions or to satisfy any condition to a consent or approval of any Governmental Entity necessary for the consummation of the Merger and Sale Transactions, or to prevent the entry of any order preventing or delaying the Merger and Sale Transactions at the request of any Governmental Entity, such Governmental Entity shall require the divestiture (or the execution of a consent decree that contemplates such a divestiture) of any assets asset of (x) any of the MLP Group El Paso Field Services Entities (a “"Required FS Divestiture”"), (y) Enterprise MLP or any of its Subsidiaries other than the El Paso Parent Consent Decree Assets (a "Required Enterprise Divestiture") or (z) GulfTerra MLP or any of its Subsidiaries (a "Required GulfTerra Divestiture" and, together with the Required Enterprise Divestitures, the "Required MLP Divestitures"), or any combination thereof, then Buyer General Partner the following provisions shall agree apply: (a) If requested by Enterprise GP, El Paso Parent is required pursuant to the Parent Company Agreement to cause (or to agree in the consent decree to cause) such any Required FS Divestiture to be consummated; (b) Enterprise GP agrees to cause (or to agree in the consent degree to cause) an aggregate amount of Required MLP Divestitures up to $150,000,000 in value; (c) notwithstanding Section 5.17(b), if the Governmental Entity permits the consummation of either a Required FS Divestiture or a Required MLP Divestiture, then El Paso Parent is required pursuant to the Parent Company Agreement to cause the consummation of the Required FS Divestiture; and (d) if the Governmental Entity permits the consummation of either a Required GulfTerra Divestiture or a Required Enterprise Divestiture, then Enterprise GP shall have the right in its sole discretion to select the divestiture to be consummated. Notwithstanding anything to the contrary in this Agreement (i) Enterprise MLP and (with Enterprise MLP's consent) GulfTerra MLP shall have the right to divest any assets as may be required to prevent an injunction preventing or delaying the consummation of the Merger Transactions or to satisfy any condition to a consent or approval of any Governmental Entity necessary for the consummation of the Merger Transactions, (ii) subject to clause (iii) immediately below, GulfTerra MLP agrees to effect promptly any GulfTerra Required Divestitures to be made recommended by Enterprise MLP, (iii) unless such Required Divestiture(s) would have a material adverse effect on the business being acquired by Buyer pursuant to this Agreement and the Purchase Agreement. Unless otherwise agreed by MLP and BuyerGulfTerra MLP, all Required GulfTerra Divestitures shall be conditioned on the closing of the Merger. MLP and Buyer shall cooperate fully with respect to any filing, submission or communication with a Governmental Entity having jurisdiction over the Merger and Sale Transactions. Such cooperation shall include the parties’: (1) providing, in the case of oral communications with a Governmental Entity, advance notice of any such communication and an opportunity for the other party to participate; (2) providing, in the case of written communications, an opportunity for the other party to comment on any such communication and provide the other with a final copy of all such communications; and (3iv) complying promptly with any request for information from a Governmental Entity (including an additional request for information and documentary materialunless otherwise agreed by Enterprise MLP, a “second request”), unless directed not to do so by all Required Enterprise Divestitures shall be conditioned on the other party hereto. Notwithstanding the prior two sentences, the MLP Parties agree, and agree to cause each closing of the MLP Group Entities, not to participate in any communication with a Governmental Entity relating to a Required Divestiture, provided that MLP may review in advance and comment on any written submission to a Governmental Entity related to a Required Divestiture and observe any oral communications relating to any Required Divestiture. All cooperation shall be conducted in such a manner so as to preserve all applicable privilegesMerger.

Regulatory Issues. Unless otherwise agreed to by MLP General Partner El Paso Parent and Buyer General PartnerEnterprise MLP, if as a condition to obtaining an agreement from any Governmental Entity not to seek an injunction preventing or delaying the consummation of the Merger and Sale Transactions, Transactions or to satisfy any condition to a consent or approval of any Governmental Entity necessary for the consummation of the Merger and Sale Transactions, transactions contemplated under this Agreement or to prevent the entry of any order preventing or delaying the Merger and Sale Transactions at the request of any Governmental EntityAgreement, such Governmental Entity shall require the divestiture (or the execution of a consent decree that contemplates such a divestiture) of any assets asset of (a) any of the MLP Group El Paso Field Services Entities (a “"Required FS Divestiture”"), (b) Enterprise MLP or any of its subsidiaries (other than the El Paso Parent Consent Decree Assets) (a "Required Enterprise Divestiture") or (c) GulfTerra MLP or any of its subsidiaries (a "Required GulfTerra Divestiture" and, together with the Required Enterprise Divestitures, the "Required MLP Divestitures"), or any combination thereof, then Buyer General Partner the following provisions shall agree apply: (i) if requested by Enterprise GP, El Paso Parent shall cause any Required FS Divestiture to be consummated; (ii) Enterprise GP agrees to cause an aggregate amount of Required MLP Divestitures up to $150,000,000 in value; (iii) notwithstanding clause (ii) preceding, if the Governmental Entity permits the consummation of either a Required FS Divestiture or a Required MLP Divestiture, then El Paso Parent shall cause the consummation of the Required FS Divestiture; and (iv) if the Governmental Entity permits the consummation of either a Required GulfTerra Divestiture or a Required Enterprise Divestiture, then Enterprise GP shall have the right in its sole discretion to select the divestiture to be consummated. Notwithstanding anything to the contrary in this Agreement, (A) Enterprise MLP and (with Enterprise MLP's consent) GulfTerra MLP shall have the right to divest any assets as may be required to prevent an injunction preventing or delaying the consummation of the Merger Transactions or to agree in satisfy any condition to a consent or approval of any Governmental Entity necessary for the consent decree consummation of the Merger Transactions, (B) subject to causeclause (C) such immediately below, El Paso Parent shall use its commercially reasonable efforts to cause GulfTerra MLP to effect promptly any GulfTerra Required Divestitures to be made recommended by Enterprise MLP, (C) unless such Required Divestiture(s) would have a material adverse effect on the business being acquired by Buyer pursuant to this Agreement and the Purchase Agreement. Unless otherwise agreed by MLP and BuyerGulfTerra MLP, all Required GulfTerra Divestitures shall be conditioned on the closing of the Merger. MLP and Buyer , (D) unless otherwise agreed by Enterprise MLP, all Required Enterprise Divestitures shall cooperate fully with respect to any filing, submission or communication with a Governmental Entity having jurisdiction over be conditioned on the closing of the Merger and Sale Transactions. Such cooperation (E) unless otherwise agreed by El Paso Parent, all Required FS Divestitures shall include be conditioned on the parties’: (1) providing, in the case of oral communications with a Governmental Entity, advance notice of any such communication and an opportunity for the other party to participate; (2) providing, in the case of written communications, an opportunity for the other party to comment on any such communication and provide the other with a final copy of all such communications; and (3) complying promptly with any request for information from a Governmental Entity (including an additional request for information and documentary material, a “second request”), unless directed not to do so by the other party hereto. Notwithstanding the prior two sentences, the MLP Parties agree, and agree to cause each closing of the MLP Group Entities, not to participate in any communication with a Governmental Entity relating to a Required Divestiture, provided that MLP may review in advance and comment on any written submission to a Governmental Entity related to a Required Divestiture and observe any oral communications relating to any Required Divestiture. All cooperation shall be conducted in such a manner so as to preserve all applicable privilegesMerger.