Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. (a) Each of the Company Parties and the Parent Parties shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the Exchange Act and other applicable Law with respect to the Mergers; (ii) use commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactions, including if necessary the divestiture, hold separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies; provided, however, that (A) without the prior written consent of Parent, in no event shall any Company Party or any of their Affiliates (x) take any action referenced in clause (iii) above relating to the divestiture, holding separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions and (B) in no event shall any of the Parent Companies or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.5 or elsewhere in this Agreement shall require the Parent Companies or any of their Affiliates to take or agree to take any action with respect to themselves or any of their Affiliates, including selling, divesting, conveying, holding separate or otherwise limiting their freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interest therein, of any such Parent Company or Affiliates. In the event that any party fails to obtain any such consent or approval, the parties shall use commercially reasonable efforts to minimize any adverse effect upon the Company and Parent and their respective Affiliates and business resulting, or which would reasonably be expected to result, after the Partnership Merger Effective Time, from the failure to obtain such consent.

Filings; Other Action. (a) Each of the Company Parties Company, Parent and the Parent Parties Purchaser shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the HSR Act, the Exchange Act and other applicable Law Legal Requirements with respect to the MergersOffer and the Merger; and (ii) use their commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactionstransactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Purchaser: (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement; (B) shall use its commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, the U.S. Department of State, the U.S. Department of Defense, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, in connection with the receipt of any necessary approvals or clearances of a Governmental Entity (including if necessary under the divestitureHSR Act), neither Parent nor the Company shall be required to sell, hold separate or other disposition otherwise dispose of any asset or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to the Parent Parties assets, operations or the Acquired Companies; provided, however, that (A) without the prior written consent of Parent, in no event shall any Company Party or any conduct of their Affiliates (x) take any action referenced business in clause (iii) above relating to a specified manner, or permit the divestituresale, holding separate or other disposition of, any assets of any asset or business of Parent, the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions and (B) in no event shall any of the Parent Companies or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.5 or elsewhere in this Agreement shall require the Parent Companies or any of their Affiliates to take or agree to take any action with respect to themselves or any of their Affiliates, including selling, divesting, conveying, holding separate or otherwise limiting their freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interest therein, of any such Parent Company or Affiliates. In the event that any party fails to obtain any such consent or approval, the parties shall use commercially reasonable efforts to minimize any adverse effect upon the Company and Parent and their respective Affiliates and business resulting, or which would reasonably be expected to result, after the Partnership Merger Effective Time, from the failure to obtain such consentSubsidiaries.

Filings; Other Action. (a) Each of the Company Parties Company, Parent and the Parent Parties Acquisition Sub shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the Exchange Act and other applicable Law Legal Requirements with respect to the MergersOffer and the Merger; and (ii) both with respect to such registrations, filings and submissions and otherwise, use commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of causing the conditions set forth in Annex I to be satisfied and consummating and effectuating the Transactions, including if necessary Merger and the divestiture, hold separate or other disposition of any asset or business transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent Parties or the Acquired Companies; provided, however, that and Acquisition Sub (A) without the prior written consent of Parent, in no event shall promptly provide all information requested by any Company Party or any of their Affiliates (x) take any action referenced in clause (iii) above relating to the divestiture, holding separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval Governmental Entity in connection with the Transactions and Offer, the Merger or any of the other transactions contemplated by this Agreement, (B) in no event shall any of the Parent Companies or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.5 or elsewhere in this Agreement shall require the Parent Companies or any of their Affiliates to take or agree to take any action with respect to themselves or any of their Affiliates, including selling, divesting, conveying, holding separate or otherwise limiting their freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interest therein, of any such Parent Company or Affiliates. In the event that any party fails to obtain any such consent or approval, the parties shall use commercially reasonable efforts to minimize promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any adverse effect upon clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement, and (C) to the extent requested or required by any Governmental Entity as a condition to granting any Significant Required Governmental Approval (as defined in Annex I), shall enter into or agree to enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement or arrangement with respect to any assets or operations of the Company and Parent and their respective Affiliates and business resulting, or which would reasonably be expected to result, after any of its Subsidiaries or any securities of any Subsidiary of the Partnership Merger Effective Time, from the failure to obtain such consentCompany that does not constitute an Adverse Regulatory Condition.

Filings; Other Action. (aA) Each of the Company Parties Company, Parent and the Parent Parties Merger Sub shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the Exchange Act and other applicable Law Legal Requirements with respect to the MergersMerger; and (ii) use commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to take or cause to be taken, on a timely basis, all other actions necessary actions, and to do, or appropriate cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable for the purpose of consummating and effectuating effectuating, in an expeditious manner, the Transactions, including if necessary transactions contemplated by this Agreement. Without limiting the divestiture, hold separate or other disposition of any asset or business generality of the foregoing, each of the Company, Parent Parties or the Acquired Companies; provided, however, that and Merger Sub (A) without the prior written consent of Parent, in no event shall promptly provide all information requested by any Company Party or any of their Affiliates (x) take any action referenced in clause (iii) above relating to the divestiture, holding separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval Governmental Entity in connection with the Transactions Merger or any of the other transactions contemplated by this Agreement, and (B) in no event shall any of the Parent Companies or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.5 or elsewhere in this Agreement shall require the Parent Companies or any of their Affiliates to take or agree to take any action with respect to themselves or any of their Affiliates, including selling, divesting, conveying, holding separate or otherwise limiting their freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interest therein, of any such Parent Company or Affiliates. In the event that any party fails to obtain any such consent or approval, the parties shall use commercially reasonable efforts to minimize promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any adverse effect upon clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or any Subsidiary or affiliate of Parent (x) to agree to any divestiture by itself or the Company and Parent and or any of their respective Affiliates and business resultingSubsidiaries or affiliates of shares of capital stock or of any material portion of its or the Company's business, assets or property, or which would reasonably be expected the imposition of any material limitation on the ability of any of them to resultconduct their business or to own or exercise control of such assets, after properties and stock, or (y) to take any similar or other material action under this Section 4.5 requested by any Governmental Entity that has the Partnership Merger Effective Timeauthority to enforce any antitrust or competition law and that seeks, from or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin the failure to obtain such consentconsummation of the Merger.

Filings; Other Action. (aA) Each of the Company Parties Company, Parent and the Parent Parties Merger Sub shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the HSR Act, the Exchange Act and other applicable Law Legal Requirements with respect to the MergersMerger; and (ii) use their commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactionstransactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub: (A) shall promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) shall use its commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, the U.S. Department of State, the U.S. Department of Defense, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, in connection with the receipt of any necessary approvals or clearances of a Governmental Entity (including if necessary under the divestitureHSR Act), neither Parent nor the Company shall be required to sell, hold separate or other disposition otherwise dispose of any asset or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct into or agree to enter into a voting trust arrangement, proxy arrangement, "hold separate" agreement or arrangement or similar agreement or arrangement with respect to the Parent Parties assets, operations or the Acquired Companies; provided, however, that (A) without the prior written consent of Parent, in no event shall any Company Party or any conduct of their Affiliates (x) take any action referenced business in clause (iii) above relating to a specified manner, or permit the divestituresale, holding separate or other disposition of, any assets of any asset or business of Parent, the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions and (B) in no event shall any of the Parent Companies or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.5 or elsewhere in this Agreement shall require the Parent Companies or any of their Affiliates to take or agree to take any action with respect to themselves or any of their Affiliates, including selling, divesting, conveying, holding separate or otherwise limiting their freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interest therein, of any such Parent Company or Affiliates. In the event that any party fails to obtain any such consent or approval, the parties shall use commercially reasonable efforts to minimize any adverse effect upon the Company and Parent and their respective Affiliates and business resulting, or which would reasonably be expected to result, after the Partnership Merger Effective Time, from the failure to obtain such consentSubsidiaries.

Filings; Other Action. (a) Each of the Company Parties Company, Parent and the Parent Parties Merger Sub shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the Exchange Act and other applicable Law Legal Requirements with respect to the MergersMerger; and (ii) use commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to take or cause to be taken, on a timely basis, all other actions necessary actions, and to do, or appropriate cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable for the purpose of consummating and effectuating effectuating, in an expeditious manner, the Transactions, including if necessary transactions contemplated by this Agreement. Without limiting the divestiture, hold separate or other disposition of any asset or business generality of the foregoing, each of the Company, Parent Parties or the Acquired Companies; provided, however, that and Merger Sub (A) without the prior written consent of Parent, in no event shall promptly provide all information requested by any Company Party or any of their Affiliates (x) take any action referenced in clause (iii) above relating to the divestiture, holding separate or other disposition of any asset or business of the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval Governmental Entity in connection with the Transactions Merger or any of the other transactions contemplated by this Agreement, and (B) in no event shall any of the Parent Companies or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.5 or elsewhere in this Agreement shall require the Parent Companies or any of their Affiliates to take or agree to take any action with respect to themselves or any of their Affiliates, including selling, divesting, conveying, holding separate or otherwise limiting their freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interest therein, of any such Parent Company or Affiliates. In the event that any party fails to obtain any such consent or approval, the parties shall use commercially reasonable efforts to minimize promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any adverse effect upon clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or any Subsidiary or affiliate of Parent (x) to agree to any divestiture by itself or the Company and Parent and or any of their respective Affiliates and business resultingSubsidiaries or affiliates of shares of capital stock or of any material portion of its or the Company’s business, assets or property, or which would reasonably be expected the imposition of any material limitation on the ability of any of them to resultconduct their business or to own or exercise control of such assets, after properties and stock, or (y) to take any similar or other material action under this Section 4.5 requested by any Governmental Entity that has the Partnership Merger Effective Timeauthority to enforce any antitrust or competition law and that seeks, from or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin the failure to obtain such consentconsummation of the Merger.

Filings; Other Action. (aA) Each of the Company Parties Company, Parent and the Parent Parties Purchaser shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it or otherwise advisable pursuant to the HSR Act, the Exchange Act and other applicable Law Legal Requirements with respect to the MergersOffer and the Merger; and (ii) use their commercially reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactionstransactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Parent and Purchaser: (A) shall promptly provide all information requested by any Governmental Entity in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement; (B) shall use its commercially reasonable efforts to promptly take, and cause its Affiliates to take, all actions and steps necessary to obtain any clearance or approval required to be obtained from the U.S. Federal Trade Commission, the U.S. Department of Justice, the U.S. Department of State, the U.S. Department of Defense, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, in connection with the receipt of any necessary approvals or clearances of a Governmental Entity (including if necessary under the divestitureHSR Act), neither Parent nor the Company shall be required to sell, hold separate or other disposition otherwise dispose of any asset or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct into or agree to enter into a voting trust arrangement, proxy arrangement, "hold separate" agreement or arrangement or similar agreement or arrangement with respect to the Parent Parties assets, operations or the Acquired Companies; provided, however, that (A) without the prior written consent of Parent, in no event shall any Company Party or any conduct of their Affiliates (x) take any action referenced business in clause (iii) above relating to a specified manner, or permit the divestituresale, holding separate or other disposition of, any assets of any asset or business of Parent, the Parent Parties or the Acquired Companies, or (y) pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions and (B) in no event shall any of the Parent Companies or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.5 or elsewhere in this Agreement shall require the Parent Companies or any of their Affiliates to take or agree to take any action with respect to themselves or any of their Affiliates, including selling, divesting, conveying, holding separate or otherwise limiting their freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interest therein, of any such Parent Company or Affiliates. In the event that any party fails to obtain any such consent or approval, the parties shall use commercially reasonable efforts to minimize any adverse effect upon the Company and Parent and their respective Affiliates and business resulting, or which would reasonably be expected to result, after the Partnership Merger Effective Time, from the failure to obtain such consentSubsidiaries.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company and Purchaser shall: (a) Each of the Company Parties and the Parent Parties shall: (i) as promptly as practicable make and effect all registrations, their respective filings and thereafter make any other required submissions required to be made or effected by it or otherwise advisable pursuant to under the Exchange HSR Act and other applicable Law with respect to the MergersOffer and the transactions contemplated by this Agreement, the License Agreement, the Governance Agreement and the Shareholder Agreements; and (iib) use commercially all reasonable efforts to obtain all consents and approvals required from Third Parties in connection with the Transactions; and (iii) use reasonable best efforts to promptly take, or cause to be taken, on a timely basisall other action and do, or cause to be done, all other actions necessary things necessary, proper or appropriate for under applicable laws and regulations to consummate and make effective the purpose of consummating transactions contemplated by this Agreement, the License Agreement, the Governance Agreement and effectuating the Transactions, including if necessary the divestiture, hold separate or other disposition of any asset or business of the Parent Parties or the Acquired CompaniesShareholder Agreements as soon as practicable; provided, however, that (A) without nothing in this Section 3.3 shall require, or be construed to require, Purchaser to proffer to, or agree to, sell or hold separate and agree to sell, before or after the prior written consent purchase of ParentShares pursuant to the Offer, any assets, businesses, or interest in no event shall any assets or businesses of Purchaser, the Company Party or any of their Affiliates respective affiliates (xor to consent to any sale, or agreement to sell, by the Company of any of its assets or businesses) take or to agree to any action referenced material changes or restriction in clause (iii) above the operations of any such assets or businesses. Subject to applicable laws relating to the divestitureexchange of information, holding separate or Purchaser and the Company shall have the right to review in advance, and to the extent practicable each will consult the other disposition of any asset or business of on, all the Parent Parties information relating to Purchaser or the Acquired CompaniesCompany, as the case may be, and any of their respective subsidiaries, that appear in any filing made with, or (y) pay written materials submitted to, any fee, penalty or other consideration, make third party and/or any commitment or incur any Liability to any Person for any consent or approval Governmental Entity in connection with the Transactions Offer and (B) in no event shall any of the Parent Companies or any of their Affiliates be required to pay any fee, penalty or other consideration, make any commitment or incur any Liability to any Person for any consent or approval in connection with the Transactions. Notwithstanding anything to the contrary in transactions contemplated by this Agreement, nothing in this Section 5.5 or elsewhere in this the License Agreement, the Governance Agreement shall require and the Parent Companies or any of their Affiliates to take or agree to take any action with respect to themselves or any of their Affiliates, including selling, divesting, conveying, holding separate or otherwise limiting their freedom of action with respect to any assets, rights, products, licenses, businesses, operations or interest therein, of any such Parent Company or AffiliatesShareholder Agreements. In exercising the event that any party fails to obtain any such consent or approvalforegoing right, the parties shall use commercially reasonable efforts to minimize any adverse effect upon each of the Company and Parent Purchaser shall act reasonably and their respective Affiliates and business resulting, or which would reasonably be expected to result, after the Partnership Merger Effective Time, from the failure to obtain such consentas promptly as practicable.