Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to consummate this Agreement as promptly as practicable, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Contract to which Sellers or Buyer or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be bound, (ii) obtain all necessary or advisable actions or non-actions, waivers, consents, approvals, orders and authorizations from governmental entities, make all necessary or advisable registrations, declarations and filings with and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any proceeding by, any governmental entity, (iii) resist, contest or defend any proceeding challenging this Agreement, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that is in effect and that could restrict, prevent or prohibit consummation of the Agreement, (iv) execute and deliver any additional instruments necessary to consummate and fully carry out the purposes of this Agreement, and (v) cause their Affiliates to execute and deliver any notices, filings or applications required to be filed with any governmental entity in connection with this Agreement. Each of the parties shall, and shall cause their respective Affiliates to, furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Sellers or Buyer, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with this Agreement. In exercising the foregoing rights, each of Sellers and Buyer shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any governmental entity, Sellers and Buyer shall keep each other reasonably apprised of the status of matters relating to the Agreement, including promptly furnishing the other with copies of notices or other written substantive communications received by Sellers or Buyer, as the case may be, or any of their respective Subsidiaries, from any governmental entity and/or third party with respect to this Agreement, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any governmental entity in respect of any substantive filing, investigation or other inquiry in connection with this Agreement.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Sonic Foundry Inc), Stock and Asset Purchase Agreement (Sonic Foundry Inc)
Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall (and shall cause each of their applicable Affiliates and Subsidiaries to) use its reasonable best efforts to take, or cause to be taken, all actions that are 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 this Agreement and applicable Law to consummate this Agreement consummate, as promptly as practicable, including using the transactions contemplated by this Agreement. Without limiting the foregoing, each of the parties agrees to use its respective reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation cause the conditions to the Closing set forth in other discussions or negotiations with, third parties, including under any Contract Article VII to which Sellers or Buyer or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be boundsatisfied as promptly as practicable, (ii) obtain all necessary or advisable actions or non-actions, waivers, consents, approvals, orders orders, waivers, findings of suitability and authorizations from governmental entitiesof, actions or nonactions by, any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, and make all necessary or advisable registrations, declarations and filings with, and notices to, any Governmental Authorities (including in connection with the Venezuela Approval) (collectively, the “Governmental Approvals”) and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any a suit, action, proceeding or investigation by, any governmental entity, (iii) resist, contest or defend any proceeding challenging this Agreement, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction Governmental Authority or other order that is Persons necessary in effect and that could restrict, prevent or prohibit connection with the consummation of the Agreement, transactions contemplated by this Agreement and (iviii) execute and deliver any additional instruments necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and fully to carry out fully the purposes of this Agreement. Notwithstanding anything to the contrary contained herein, and nothing in this Agreement shall require Buyer or any of its Affiliates, or permit HNR or any of its Subsidiaries (v) cause their Affiliates to execute and deliver any noticeswithout the prior written consent of Buyer, filings or applications required such consent, not to be filed unreasonably withheld), to (x) litigate with any governmental entity in connection with this Agreement. Each of the parties shall, and shall cause their respective Affiliates to, furnish to each Government Authority or any other party such necessary information and reasonable assistance as such other party may reasonably request Person in connection with the foregoing. Subject transactions contemplated by this Agreement, (y) agree to applicable Law relating to the exchange (A) any license, sale or other disposition or holding separate (through establishment of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all a trust or otherwise) of any shares of the information relating to Sellers or capital stock of HVDH, Buyer, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with this Agreement. In exercising the foregoing rights, each of Sellers and Buyer shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any governmental entity, Sellers and Buyer shall keep each other reasonably apprised of the status of matters relating to the Agreement, including promptly furnishing the other with copies of notices or other written substantive communications received by Sellers or Buyer, as the case may be, Petrodelta or any of their respective SubsidiariesSubsidiaries or of any of such entities’ businesses, from assets or properties, (B) the imposition of any governmental entity and/or third party with respect limitation on the ability of HVDH, Buyer, Petrodelta or any of their respective Subsidiaries to this Agreementconduct their respective businesses or own any capital stock or assets or to acquire, andhold or exercise full rights of ownership of their respective businesses, or (C) the imposition of any impediment on HVDH, Buyer, Petrodelta or any of their respective Subsidiaries under any Laws or otherwise or (z) pay any amounts or otherwise agree to the extent practicable under the circumstances, shall provide the any benefit or undertaking to be subject to any limitation or restriction to any Governmental Authority or any other party and its counsel with the opportunity to participate in any meeting with any governmental entity Person other than in respect of any substantive filing, investigation or customary and established filing fees and other inquiry payments required as of the date hereof by applicable Law as set forth on Section 6.3(a) of the Seller Disclosure Schedule in connection with this Agreementany Governmental Approval.
Appears in 1 contract
Samples: Share Purchase Agreement (Harvest Natural Resources, Inc.)
Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall (and shall cause each of their applicable Affiliates and Subsidiaries) use its reasonable best efforts to take, or cause to be taken, all actions that are 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 this Agreement and applicable Law to consummate this Agreement consummate, as promptly as practicable, including using the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, each of the parties agree to use its respective reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation cause the conditions to the Merger set forth in other discussions or negotiations with, third parties, including under any Contract Article VII to which Sellers or Buyer or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be boundsatisfied as promptly as practicable, (ii) obtain all necessary or advisable actions or non-actions, waivers, consents, approvals, orders orders, waivers, finding of suitability and authorizations from governmental entitiesof, actions or nonactions by, any Governmental Authority or any third party necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger and make all necessary or advisable registrations, declarations and filings with with, and notices to, any Governmental Authorities (including pursuant to the HSR Act any other applicable Antitrust Law necessary to start any applicable waiting period) and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any a suit, action, proceeding or investigation by, any governmental entity, (iii) resist, contest Governmental Authority or defend any proceeding challenging other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including seeking to have vacatedthe Merger, lifted, reversed or overturned any decree, judgment, injunction or other order that is in effect and that could restrict, prevent or prohibit consummation of the Agreement, (iviii) execute and deliver any additional instruments necessary to consummate the Merger and fully any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary but subject to Section 6.3(b), the obligations of Parent under this Section 6.3 shall include Parent, as a condition to obtaining any and all expirations of waiting periods under the HSR Act or any other Antitrust Law or consents, clearances, or approvals from any Governmental Authority necessary to consummate the Merger and the other transactions contemplated hereby: (vA) cause their Affiliates selling, divesting, or otherwise conveying particular assets, categories, portions or parts of assets or businesses of Parent and its Affiliates; (B) agreeing to execute and deliver sell, divest, or otherwise convey any noticesparticular asset, filings category, portion or applications required to be filed with any governmental entity in connection with this Agreement. Each part of an asset or business of the parties shall, Company and shall cause their respective Affiliates to, furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection its Subsidiaries contemporaneously with the foregoing. Subject to applicable Law relating or subsequent to the exchange of informationEffective Time; (C) permitting the Company to sell, Sellers and Buyer shall have the right to review in advancedivest, and to the extent practicable each shall consult with the other in connection with, all or otherwise convey any of the information relating to Sellers particular assets, categories, portions or Buyer, as the case may be, and any parts of their respective Subsidiaries, that appears in any filing made with, assets or written materials submitted to, any third party and/or any governmental entity in connection with this Agreement. In exercising the foregoing rights, each of Sellers and Buyer shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any governmental entity, Sellers and Buyer shall keep each other reasonably apprised business of the status of matters relating to the Agreement, including promptly furnishing the other with copies of notices or other written substantive communications received by Sellers or Buyer, as the case may be, Company or any of their respective Subsidiariesits Subsidiaries prior to the Effective Time; (D) licensing, from any governmental entity and/or third party holding separate or entering into arrangements, commitments, or restrictions with respect to this Agreementits respective assets or the assets of the Company or the conduct of business arrangements of the Parent or the Company or terminating any and all existing relationships, andcontractual rights or obligations; and (E) effectuating any other change or restructuring of Parent or the Company, in each case so as to enable the Effective Time to occur prior to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any governmental entity in respect of any substantive filing, investigation or other inquiry in connection with this AgreementTermination Date.
Appears in 1 contract
Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall (and shall cause each of their applicable Affiliates and Subsidiaries to) use its reasonable best efforts to take, or cause to be taken, all actions that are 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 this Agreement and applicable Law to consummate this Agreement consummate, as promptly as practicable, including using the transactions contemplated by this Agreement. Without limiting the foregoing, each of the parties agrees to use its respective reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation cause the conditions to the Final Closing set forth in other discussions or negotiations with, third parties, including under any Contract Article VII to which Sellers or Buyer or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be boundsatisfied as promptly as practicable, (ii) obtain all necessary or advisable actions or non-actions, waivers, consents, approvals, orders orders, waivers, findings of suitability and authorizations from governmental entitiesof, actions or nonactions by, any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, and make all necessary or advisable registrations, declarations and filings with, and notices to, any Governmental Authorities (including in connection with the Venezuela Approval) (collectively, the “Governmental Approvals”) and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any a suit, action, proceeding or investigation by, any governmental entity, (iii) resist, contest or defend any proceeding challenging this Agreement, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction Governmental Authority or other order that is Persons necessary in effect and that could restrict, prevent or prohibit connection with the consummation of the Agreement, transactions contemplated by this Agreement and (iviii) execute and deliver any additional instruments necessary to consummate the transactions to be performed or consummated by such party in accordance with the terms of this Agreement and fully to carry out fully the purposes of this Agreement. Notwithstanding anything to the contrary contained herein, and nothing in this Agreement shall require Buyer or any of its Affiliates, or permit HNR or any of its Subsidiaries (v) cause their Affiliates to execute and deliver any noticeswithout the prior written consent of Buyer, filings or applications required such consent, not to be filed unreasonably withheld), to (x) litigate with any governmental entity in connection with this Agreement. Each of the parties shall, and shall cause their respective Affiliates to, furnish to each Government Authority or any other party such necessary information and reasonable assistance as such other party may reasonably request Person in connection with the foregoing. Subject transactions contemplated by this Agreement, (y) agree to applicable Law relating to the exchange (A) any license, sale or other disposition or holding separate (through establishment of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all a trust or otherwise) of any shares of the information relating to Sellers or capital stock of HVDH, Buyer, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with this Agreement. In exercising the foregoing rights, each of Sellers and Buyer shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any governmental entity, Sellers and Buyer shall keep each other reasonably apprised of the status of matters relating to the Agreement, including promptly furnishing the other with copies of notices or other written substantive communications received by Sellers or Buyer, as the case may be, Petrodelta or any of their respective SubsidiariesSubsidiaries or of any of such entities’ businesses, from assets or properties, (B) the imposition of any governmental entity and/or third party with respect limitation on the ability of HVDH, Buyer, Petrodelta or any of their respective Subsidiaries to this Agreementconduct their respective businesses or own any capital stock or assets or to acquire, andhold or exercise full rights of ownership of their respective businesses, or (C) the imposition of any impediment on HVDH, Buyer, Petrodelta or any of their respective Subsidiaries under any Laws or otherwise or (z) pay any amounts or otherwise agree to the extent practicable under the circumstances, shall provide the any benefit or undertaking to be subject to any limitation or restriction to any Governmental Authority or any other party and its counsel with the opportunity to participate in any meeting with any governmental entity Person other than in respect of any substantive filing, investigation or customary and established filing fees and other inquiry payments required as of the date hereof by applicable Law as set forth on Section 6.3(a) of the Seller Disclosure Schedule in connection with this Agreementany Governmental Approval.
Appears in 1 contract
Samples: Share Purchase Agreement (Harvest Natural Resources, Inc.)
Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Offer, the Merger and the other Transactions contemplated by this Agreement as promptly as practicable, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Contract to which Sellers the Company or Buyer Parent or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be bound, (ii) obtain all necessary or advisable actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from governmental entitiesGovernmental Entities (including those in connection with applicable Competition Laws), make all necessary or advisable registrations, declarations and filings with and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any proceeding Proceeding by, any governmental entityGovernmental Entity (including in connection with applicable Competition Laws), (iii) submit promptly any additional information requested by any Governmental Entity that is required or advisable and respond as practicable to any inquiries or requests received from any Governmental Entity, (iv) resist, contest or defend any proceeding Proceeding (including administrative or judicial Proceedings) challenging this Agreementthe Offer, the Merger or the completion of the Transactions, including seeking 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 could restrict, prevent or prohibit consummation of the AgreementTransactions, and (ivv) execute and deliver any additional instruments necessary to consummate the Transactions and fully to carry out the purposes of this Agreement, and (v) cause their Affiliates to execute and deliver any notices, filings or applications required to be filed with any governmental entity in connection with this Agreement. Each of the parties shall, and shall cause their respective Affiliates to, furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Sellers the Company and Buyer Parent shall have the right to review in advance, and to the extent reasonably practicable each shall consult with the other in connection with, all of the information relating to Sellers or Buyer, as the case may be, and any of their respective Subsidiaries, that appears in with any filing made with, or substantive written materials submitted to, any third party and/or any governmental entity Governmental Entity in connection with this Agreementthe Offer, the Merger and the Transactions. In exercising the foregoing rights, each of Sellers the Company and Buyer Parent shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any governmental entityGovernmental Entity, Sellers the Company and Buyer Parent shall keep each other reasonably apprised of the status of matters relating to the Agreementcompletion of the Transactions, including promptly furnishing the other with copies of notices or other written substantive communications received by Sellers the Company or BuyerParent, as the case may be, or any of their respective Subsidiaries, from any governmental entity Governmental Entity and/or third party with respect to this Agreementsuch transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any governmental entity Governmental Entity in respect of any substantive filing, investigation or other inquiry in connection with the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of the Company and Parent shall, and shall cause their respective affiliates to, make or cause to be made all filings required or advisable under applicable Competition Laws with respect to the Transactions as promptly as practicable and, in any event, file all required HSR Act notifications within ten (10) Business Days after the date of this Agreement. Notwithstanding anything to the contrary contained in this Section 5.4(a), subject to Parent’s obligations under this Section 5.4(a), Parent shall devise and determine the strategy to be pursued for obtaining any clearances, approvals or consents under any applicable Competition Laws in connection with the Offer and the Merger, including with respect to any filings, notifications, notices, reports, submissions and communications with any antitrust regulatory authority, in each case subject to good faith consultations with the Company.
Appears in 1 contract
Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Merger and the other Transactions contemplated by this Agreement as promptly as practicable, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Contract to which Sellers the Company or Buyer or any of their respective Subsidiaries Parent is party or by which such Person or any of their respective properties or assets may be boundbound (provided, that the Company shall not be required to pay or agree to pay any material consent fees or other material payments requested by any such third parties), (ii) obtain all necessary or advisable actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from governmental entitiesGovernmental Entities, make all necessary or advisable registrations, declarations and filings with and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any proceeding Proceeding by, any governmental entityGovernmental Entity, (iii) resist, contest or defend any proceeding Proceeding (including administrative or judicial Proceedings) challenging this Agreementthe Merger or the completion of the Transactions, including seeking 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 could restrict, prevent or prohibit consummation of the AgreementTransactions, and (iv) execute and deliver any additional instruments necessary to consummate the Transactions and fully to carry out the purposes of this Agreement, and (v) cause their Affiliates to execute and deliver any notices, filings or applications required to be filed with any governmental entity in connection with this Agreement. Each of the parties shall, and shall cause their respective Affiliates to, furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Sellers the Company and Buyer Parent shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Sellers the Company or BuyerParent, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity Governmental Entity in connection with this Agreementthe Merger and the Transactions. In exercising the foregoing rights, each of Sellers the Company and Buyer Parent shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any governmental entityGovernmental Entity, Sellers the Company and Buyer Parent shall keep each other reasonably apprised of the status of matters relating to the Agreementcompletion of the Transactions, including promptly furnishing the other with copies of notices or other written substantive communications received by Sellers the Company or BuyerParent, as the case may be, or any of their respective Subsidiaries, from any governmental entity Governmental Entity and/or third party with respect to this Agreementsuch transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any governmental entity Governmental Entity in respect of any substantive filing, investigation or other inquiry in connection with this Agreementthe transactions contemplated hereby.
Appears in 1 contract
Appropriate Action; Consents; Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Offer, the Merger and the other Transactions contemplated by this Agreement as promptly as practicable, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Contract to which Sellers the Company or Buyer Parent or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be bound, (ii) obtain all necessary or advisable actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from governmental entitiesGovernmental Entities (including those in connection with applicable Competition Laws), make all necessary or advisable registrations, declarations and filings with and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any proceeding Proceeding by, any governmental entityGovernmental Entity (including in connection with applicable Competition Laws), (iii) submit promptly any additional information requested by any Governmental Entity that is required or advisable and respond as practicable to any inquiries or requests received from any Governmental Entity, (iv) resist, contest or defend any proceeding Proceeding (including administrative or judicial Proceedings) challenging this Agreementthe Offer, the Merger or the completion of the Transactions, including seeking 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 could restrict, prevent or prohibit consummation of the AgreementTransactions, and (ivv) execute and deliver any additional instruments necessary to consummate the Transactions and fully to carry out the purposes of this Agreement, and (v) cause their Affiliates to execute and deliver any notices, filings or applications required to be filed with any governmental entity in connection with this Agreement. Each of the parties shall, and shall cause their respective Affiliates to, furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Sellers the Company and Buyer Parent shall have the right to review in advance, and to the extent reasonably practicable each shall consult with the other in connection with, all of the information relating to Sellers or Buyer, as the case may be, and any of their respective Subsidiaries, that appears in with any filing made with, or substantive written materials submitted to, any third party and/or any governmental entity Governmental Entity in connection with this Agreementthe Offer, the Merger and the Transactions. In exercising the foregoing rights, each of Sellers the Company and Buyer Parent shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any governmental entityGovernmental Entity, Sellers the Company and Buyer Parent shall keep each other reasonably apprised of the status of matters relating to the Agreementcompletion of the Transactions, including promptly furnishing the other with copies of notices or other written substantive communications received by Sellers the Company or BuyerParent, as the case may 38 be, or any of their respective Subsidiaries, from any governmental entity Governmental Entity and/or third party with respect to this Agreementsuch transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any governmental entity Governmental Entity in respect of any substantive filing, investigation or other inquiry in connection with the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of the Company and Parent shall, and shall cause their respective affiliates to, make or cause to be made all filings required or advisable under applicable Competition Laws with respect to the Transactions as promptly as practicable and, in any event, file all required HSR Act notifications within ten (10) Business Days after the date of this Agreement. Notwithstanding anything to the contrary contained in this Section 5.4(a), subject to Parent's obligations under this Section 5.4(a), Parent shall devise and determine the strategy to be pursued for obtaining any clearances, approvals or consents under any applicable Competition Laws in connection with the Offer and the Merger, including with respect to any filings, notifications, notices, reports, submissions and communications with any antitrust regulatory authority, in each case subject to good faith consultations with the Company.
Appears in 1 contract
Appropriate Action; Consents; Filings. Subject to the terms of this Agreement, Surge and Motor will use their respective commercially reasonable efforts to (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are appropriate action and do, or cause to be done, those things necessary, proper or advisable under this Agreement and applicable Law or otherwise to consummate this Agreement and make effective the Transactions as promptly as practicable, including using reasonable best efforts to accomplish the following: and (ib) obtain all required from any Governmental Entities any consents, approvals or waivers fromlicenses, or participation in other discussions or negotiations with, third parties, including under any Contract to which Sellers or Buyer or any of their respective Subsidiaries is party or by which such Person or any of their respective properties or assets may be bound, (ii) obtain all necessary or advisable actions or non-actionspermits, waivers, consents, approvals, authorizations or orders and authorizations from governmental entities, make all necessary or advisable registrations, declarations and filings with and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any proceeding by, any governmental entity, (iii) resist, contest or defend any proceeding challenging this Agreement, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that is in effect and that could restrict, prevent or prohibit consummation of the Agreement, (iv) execute and deliver any additional instruments necessary to consummate and fully carry out the purposes of this Agreement, and (v) cause their Affiliates to execute and deliver any notices, filings or applications required to be filed with any governmental entity in connection with this Agreement. Each of the parties shall, and shall cause their respective Affiliates to, furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Sellers obtained by Motor or Buyer, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with this Agreement. In exercising the foregoing rights, each of Sellers and Buyer shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any governmental entity, Sellers and Buyer shall keep each other reasonably apprised of the status of matters relating to the Agreement, including promptly furnishing the other with copies of notices or other written substantive communications received by Sellers or Buyer, as the case may be, Surge or any of their respective Subsidiaries, from or to avoid any governmental entity and/or third party action or proceeding by any Governmental Entity; provided, however, that Surge and Motor will cooperate with respect to this Agreement, and, to the extent practicable under the circumstances, shall provide the each other party and its counsel with the opportunity to participate in any meeting with any governmental entity in respect of any substantive filing, investigation or other inquiry in connection with this Agreement(i) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Mergers and (ii) seeking any such actions, consents, approvals or waivers or making any such filings. Surge and Motor will furnish to each other all information reasonably required or requested in connection with any application or other filing under the rules and regulations of any applicable Law in connection with the Transactions. Surge and Motor will use their respective commercially reasonable efforts to give (or will cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third-party consents (i) necessary, proper or advisable to consummate the Transactions or (ii) required to be disclosed in Section 2.4 of the Surge Disclosure Schedule.
Appears in 1 contract
