Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, 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 Offer, the Merger and the other transactions contemplated by this Agreement; provided, that nothing in this Section 6.6 shall require Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Praecis Pharmaceuticals Inc)
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, 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 Offer, the Merger and the other transactions contemplated by this Agreement; provided, that nothing in this Section 6.6 shall require Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign any applicable Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act any required filings or other required filing or application applications under Foreign such Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to take all other actions necessary, proper or advisable to obtain consents, approvals or authorizations and to cause the expiration or termination of the any applicable waiting periods under the HSR Act or to obtain consentsuch Antitrust Laws, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period period, if provided for in the HSR Actsuch Antitrust Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Genelabs Technologies Inc /Ca)
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, 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 Law to consummate the Offer, the Merger and the other transactions contemplated by this Agreement; provided, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, and except as otherwise contemplated by Section 5.6(c), nothing in this Section 6.6 Agreement shall require Parent or Purchaser Merger Sub to, and the Company shall not without the prior written consent of Parent, agree to keep the Offer open beyond the expiration date set forth any modification to or accommodation under any Contract or undertake any liability in the Offer (as it may be extended from time to time)connection with obtaining any consent under any Contract. In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make make, if required, appropriate filings under any Antitrust Law, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicablepracticable and, in the case of the HSR Act, in any event within ten Business Days of the date hereof and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingredion Inc), Agreement and Plan of Merger (Penford Corp)
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, 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 Law to consummate the Offer, the Merger and the other transactions contemplated by this Agreement; provided. Notwithstanding the foregoing, that nothing in this Section 6.6 Agreement shall require Parent or Purchaser Merger Sub to, and the Company shall not without the prior written consent of Parent, agree to keep the Offer open beyond the expiration date set forth any modification to or accommodation under any Contract or undertake any liability in the Offer (as it may be extended from time to time)connection with obtaining any consent under any Contract. In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make make, if required, appropriate filings under any Antitrust Laws, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust LawsAct, as if applicable, with respect to the transactions contemplated hereby as promptly as practicable, practicable and in any event within ten (10) Business Days of the date hereof and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Knowles Corp)
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each 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 Offer, the Merger and the other transactions contemplated by this Agreement; provided, that nothing in this Section 6.6 shall require Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicablepracticable (and in no event later than ten (10) Business Days after the date hereof), to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to use its commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sirtris Pharmaceuticals, Inc.), Agreement and Plan of Merger (Glaxosmithkline PLC)
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, 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 Regulatory Law to consummate the OfferTransactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, materially impede or materially delay the Merger and consummation of the other transactions contemplated by this Agreement; provided, that nothing in this Section 6.6 shall require Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time)Transactions. In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, Transactions within ten (10) Business Days from the date hereof (unless a later date is mutually agreed between the parties) and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as reasonably practicable, including by requesting early termination of the waiting period provided for in the HSR Act, (ii) appropriate filings under any other Regulatory Law with respect to the Transactions as soon as reasonably practicable and (iii) any other necessary, proper or advisable registrations, filings and notices with respect to the Transactions. Subject to applicable Law, and except as required by any Governmental Entity, the Company shall not agree to extend any waiting period under the HSR Act or any other Regulatory Law applicable to the Transactions without the prior written consent of Parent. The filing fee for the Notification and Report Forms filed under the HSR Act and any other Regulatory Law filings in connection with the Transactions required pursuant to this Section 5.6(a) shall be split fifty percent (50%) by Parent and fifty percent (50%) by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Desktop Metal, Inc.), Agreement and Plan of Merger (ExOne Co)
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, 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 Law to consummate the OfferTransactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the Merger and consummation of the other transactions contemplated by this Agreement; providedTransactions. Notwithstanding the foregoing, that nothing in this Section 6.6 Agreement shall require Parent Parent, Merger Sub or Purchaser Merger LLC to, and no Acquired Company shall, without the prior written consent of Parent, agree to keep any modification to or accommodation under any Contract or pay any fee, penalty or other consideration to any third party for any consent or approval required for the Offer open beyond consummation of the expiration date set forth in the Offer (as it may be extended from time to time)Transactions. In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, Transactions within fifteen (15) Business Days from the date hereof and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act, (ii) if required, appropriate filings under any Regulatory Law as soon as reasonably practicable and (iii) any other necessary, proper or advisable registrations, filings and notices within twenty (20) Business Days after the date hereof. Subject to applicable Law, and except as required by any Governmental Entity, neither Parent nor the Company shall agree to extend any waiting period under the HSR Act without the prior written consent of the other party; provided, however, if Parent and the Company disagree as to whether to extend the period, Parent’s determination shall control.
Appears in 1 contract
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, 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 proper, or advisable under applicable laws and regulations Laws to consummate the Offer, the Merger and the other transactions contemplated Contemplated Transactions as promptly as possible and, in any event, by this Agreement; provided, that nothing or before the Outside Date. Notwithstanding anything in this Section 6.6 shall require Parent Agreement to the contrary, the parties hereto agree to, or Purchaser to keep the Offer open beyond the expiration date set forth cause their ultimate parent entity (as such term is defined in the Offer (as it may be extended from time to time). In furtherance and not in limitation of the foregoingHSR Act) to, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or and all other filings required filing or application under Foreign pursuant to applicable foreign Antitrust Laws, as applicable, Laws listed in Annex IV with respect to the transactions contemplated hereby Offer and Merger as promptly as practicablepracticable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of the Agreement) and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Law. Parent shall, with the reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under foreign Antitrust Laws listed in Annex IV, within ten (10) Business Days after the date of this Agreement, unless otherwise agreed to by the Company and Parent in writing. Parent shall, after reasonable consultation with the Company, have the right to devise, control and direct the strategy and timing for, and make all decisions relating to (and shall take the lead in all meetings and communications with any Governmental Body relating to), any required submissions, responses to information requests and filings to any Governmental Body or other Person and obtaining any consent or approval of any Governmental Body or other Person contemplated by this Section 6.6. The parties shall cooperate in all respects with one another in connection with the form and content of 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 Antitrust Law prior to their submissions. Each party shall obtain the consent of the other party prior to entering into an agreement with a Governmental Body not to consummate the Offer or Merger prior to a certain date that is beyond any then-applicable waiting period; provided, that such Foreign consent shall not be unreasonably withheld, conditioned or delayed. Each of the Company and Parent shall, in connection with the Offer, the Merger and the Contemplated Transactions, with respect to actions taken on or after the date of this Agreement, without limitation: (1) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Body with respect to the Offer, the Merger or the Contemplated Transactions, (2) to the extent practicable, permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communications with any Governmental Body with respect to the Offer, the Merger or the Contemplated Transactions, (3) to the extent practicable and to the extent permitted by the relevant Governmental Body, give the other party the opportunity to participate in any substantive meeting with any Governmental Body with respect to the Offer, the Merger or the Contemplated Transactions regarding any Antitrust Laws, (4) furnish the other party’s outside legal counsel with copies of all filings and communications between it and any such Governmental Body with respect to the Merger and the Contemplated Transactions; provided, however, that such material may be redacted as applicablenecessary (i) to comply with contractual arrangements, (ii) to address good faith legal privilege or confidentiality concerns and (iii) to comply with applicable Law, before being provided to Parent or Company (or any of their Affiliates), respectively, and (5) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Actany such Governmental Body.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acceleron Pharma Inc)
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use its reasonable best efforts efforts, and will cooperate fully with the other parties, 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 Offer, the Merger and the other transactions contemplated by this Agreement and to comply as promptly as practicable with all requirements of Governmental Entities applicable to the transactions contemplated by this Agreement; provided, that nothing in this Section 6.6 shall require Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act.
Appears in 1 contract
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, 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 Offer, the Merger and the other transactions contemplated by this Agreement; provided, that nothing in this Section 6.6 shall require Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, practicable and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the HSR waiting period, and (ii) Parent shall, with the assistance of the Company, prepare a request for an Advance Ruling Certificate pursuant to Section 102 of the Competition Act (Canada) and shall file such request as promptly as practicable and in any event within ten business days of the date hereof and each party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Competition Act (Canada) and take all other actions necessary, proper or advisable to cause the exemption from, or expiration or termination of the waiting period provided for in under Part IX of the Competition Act (Canada) including, if an Advance Ruling Certificate is not issued within 30 days of the filing of the request therefor, the filing of notification materials as promptly as possible thereafter. Parent and the Company shall each bear one-half of the filing fees associated with all filings under the HSR ActAct and Foreign Antitrust Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Rentals Inc /De)
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, 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 Offer, the Merger and the other transactions contemplated by this Agreement; provided, that nothing in this Section 6.6 shall require Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicablepracticable and in any event within ten (10) Business Days of the date hereof, and (y) the foreign antitrust and foreign investment filings (or, for jurisdictions where submission of a draft prior to supply formal notification is appropriate, a draft thereof) listed in Section 6.4(a) of the Company Disclosure Letter with respect to the transactions contemplated hereby as promptly as reasonably practicable and in any additional information event within 25 Business Days of the date hereof, (ii) make an appropriate response as promptly as reasonably practicable and documentary material that may be requested advisable to any request pursuant to the HSR Act or such any other applicable Antitrust and Foreign Antitrust Laws, as applicableInvestment Law for additional information and documentary material, and (iii) take (subject to take Section 6.4(c) and Section 6.4(e) any and all other actions necessary, necessary or proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other applicable Antitrust and Foreign Investment Law no later than the End Date. No Party shall commit to obtain consentor agree with any Governmental Entity to stay, approvals toll, or authorizations extend any applicable waiting period, or “pull and refile” pursuant to 16 C.F.R. 803.12 the filing made under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed.
Appears in 1 contract
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will shall, and shall cause its 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, all things necessary, proper proper, or advisable under applicable laws and regulations Laws to consummate the Offer, the Merger and the other transactions contemplated Contemplated Transactions as promptly as possible and, in any event, by this Agreement; provided, that nothing or before the Outside Date. Notwithstanding anything in this Section 6.6 shall require Parent Agreement to the contrary, the parties hereto agree to, or Purchaser to keep the Offer open beyond the expiration date set forth cause their ultimate parent entity (as such term is defined in the Offer (as it may be extended from time to time). In furtherance and not in limitation of the foregoingHSR Act) to, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or and all other filings required filing or application under Foreign pursuant to applicable foreign Antitrust Laws, as applicable, Laws with respect to the transactions contemplated hereby Offer and Merger as promptly as practicablepracticable and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of the Agreement) and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign any other Antitrust LawsLaw. Parent shall, as applicablewith the reasonable cooperation of the Company, and to take all other actions necessary, proper be responsible for making any filing or notification required or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign foreign Antitrust Laws as soon as practicablewithin ten (10) Business Days after the date of this Agreement, including unless otherwise agreed to by requesting early termination of the waiting period provided for Company and Parent in the HSR Actwriting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Provention Bio, Inc.)
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Timeincluding Section 6.7(c), 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 Law to consummate the Offer, Offer and the Merger and the other transactions contemplated by this Agreement; provided, and no party hereto shall take or cause to be taken any action that nothing in this Section 6.6 shall require Parent would reasonably be expected to prevent, impede or Purchaser to keep delay the consummation of the Offer open beyond or the expiration date set forth in Merger and the Offer (as it may be extended from time to time)other transactions contemplated hereby. In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make appropriate filings under any Antitrust Law, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, practicable and in any event within five (5) Business Days of 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 such Foreign Antitrust Laws, as applicable, and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. Parent shall pay all filing fees and other charges for the filings required under the HSR Act by the Company and Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (O Reilly Automotive Inc)
Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each party will parties shall use its reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable (including under any Antitrust Law or Foreign Merger Control Law, including in connection with any filing relating to CFIUS, and including obtaining all approvals, consents, waivers of any third party necessary, proper or advisable) to consummate the transactions contemplated by this Agreement as soon as practicable, (ii) do all things necessary, proper or advisable under applicable laws and regulations to consummate the Offer, the Merger and the other transactions contemplated by this Agreement; providedAgreement as soon as practicable, that nothing in including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or approval, or expiration of any applicable waiting period under, the HSR Act, any applicable Antitrust Law or any applicable Foreign Merger Control Law or with respect to CFIUS and (B) using reasonable best efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Section 6.6 shall require Parent Agreement or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). In furtherance and not in limitation consummation of the foregoing, Merger and (iiii) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, resolve any objection asserted with respect to the transactions contemplated hereby as promptly as practicable, under this Agreement under any Antitrust Law or Foreign Merger Control Law raised by any Governmental Entity and to supply as promptly as reasonably practicable prevent the entry of any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicablecourt order, and to take all have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other actions necessaryaction of any Governmental Entity that would prevent, proper prohibit, restrict or advisable to cause delay the expiration or termination consummation of the applicable waiting periods under transactions contemplated by this Agreement. Notwithstanding anything to the HSR Act contrary set forth in this Agreement, in no event shall Parent or Merger Sub be obligated pursuant to this Agreement to, and the Company shall not without the written consent of Parent, divest or hold separate any assets or to obtain consenttake or commit to take any action which would be reasonably likely to (i) materially adversely impact the benefits expected to be derived by Parent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination a result of the waiting period provided for in transactions contemplated by this Agreement or (ii) impose material limitations on Parent’s ownership or operation (or that of any of Parent’s subsidiaries or affiliates) of all or a material portion of the HSR ActCompany’s business or assets.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kinetic Concepts Inc)
Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, 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 Law to consummate the OfferTransactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the Merger and consummation of the other transactions contemplated by this Agreement; providedTransactions. Notwithstanding the foregoing, that nothing in this Section 6.6 Agreement shall require Parent Parent, Merger Sub or Purchaser Merger LLC to, and no Acquired Company shall, without the prior written consent of Parent, agree to keep any modification to or accommodation under any Contract or pay any fee, penalty or other consideration to any third party for any consent or approval required for the Offer open beyond consummation of the expiration date set forth in the Offer (as it may be extended from time to time)Transactions. In furtherance and not in limitation of the foregoing, (i) to the extent required under the HSR Act or Foreign Antitrust Laws, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act or other required filing or application under Foreign Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, Transactions within fifteen (15) Business Days from the date hereof and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act or such Foreign Antitrust Laws, as applicable, and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to obtain consent, approvals or authorizations under Foreign Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act., (ii) if required, appropriate filings under any Regulatory Law as soon as reasonably practicable and (iii) any other necessary, proper or advisable registrations, filings and notices within twenty (20) Business Days after the date hereof. Subject to applicable Law, and except as required by any 67
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jones Lang Lasalle Inc)