Common use of HSR Act Filings; Reasonable Efforts; Notification Clause in Contracts

HSR Act Filings; Reasonable Efforts; Notification. (a) Each of Parent and the Company shall (i) promptly (but in no event later than five business days after the date of the first public announcement of this Agreement) make or cause to be made the filings required of such party or any of its Subsidiaries under the HSR Act and any other Antitrust Laws (as defined in Section 8.2(b)) with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement and the Stockholders Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act or such other Antitrust Laws for additional information, documents, or other material received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in respect of such filings, the Offer, the Merger or such other transactions, and (iii) cooperate with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws with respect to any such filing, the Offer, the Merger or such other transactions. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings, the Offer, the Merger or such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Temple Inland Inc), Agreement and Plan of Merger (Gaylord Container Corp /De/)

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HSR Act Filings; Reasonable Efforts; Notification. (a) Each of Parent and the Company shall (i) promptly (but in no in event later more than five eight business days after the date of the first public announcement of this Agreement) make or cause to be made the filings required of such party or any of its Subsidiaries subsidiaries under the HSR Act and any other Antitrust Laws (as defined in Section 8.2(b)) the CA Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement and the Stockholders Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act or such other Antitrust Laws and the CA Act for additional information, documents, or other material received by such party or any of its Subsidiaries subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in respect of such filings, the Offer, the Merger filings or such other transactions, and (iii) cooperate with the other party in connection with any such filing filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act, the CA Act, the Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any Antitrust Laws other federal or state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing, the Offer, the Merger filing or any such other transactionstransaction. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings, the Offer, the Merger filings or any such other transactionstransaction. Neither party shall participate in any meeting meeting, with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Prosource Inc), Agreement and Plan of Merger (Onex Corp)

HSR Act Filings; Reasonable Efforts; Notification. (a) Each of Parent and the Company shall (i) promptly (but in no in event later more than five eight business days after the date of the first public announcement of this Agreement) make or cause to be made the filings required of such party or any of its Subsidiaries subsidiaries under the HSR Act and any other Antitrust Laws (as defined in Section 8.2(b)) the CA Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement and the Stockholders Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act or such other Antitrust Laws and the CA Act for additional information, documents, or other material received by such party or any of its Subsidiaries subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in respect of such filings, the Offer, the Merger filings or such other transactions, and (iii) cooperate with the other party in connection with any such filing filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act, the CA Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any Antitrust Laws other federal or state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing, the Offer, the Merger filing or any such other transactionstransaction. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings, the Offer, the Merger filings or any such other transactionstransaction. Neither party shall participate in any meeting meeting, with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nebco Evans Holding Co), Agreement and Plan of Merger (Ameriserve Food Distribution Inc /De/)

HSR Act Filings; Reasonable Efforts; Notification. (a) Each of Parent Purchaser and the Company each Seller shall (i) promptly (but in no event later than five business days after the date of the first public announcement of this Agreement) make or cause to be made the filings required of such party or any of its respective Subsidiaries under the HSR Act and any other Antitrust Laws (as defined in Section 8.2(b)) with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement and the Stockholders Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act or such other Antitrust Laws for additional information, documents, or other material received by such party or any of its respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity Authority in respect of such filings, the Offer, the Merger filings or such other transactions, transactions and (iii) cooperate with the other party in connection with any such filing filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any Antitrust Laws other federal or state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing, the Offer, the Merger filing or any such other transactionstransaction. Each party Purchaser and each Seller shall promptly inform the each other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings, the Offer, the Merger filings or any such other transactionstransaction. Neither party Purchaser nor any Seller shall participate in any meeting with any Governmental Entity Authority in respect of any such filings, investigation, or other inquiry without giving the each other party notice of the meeting and, to the extent permitted by such Governmental EntityAuthority, the opportunity to attend and participate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Foamex International Inc.)

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HSR Act Filings; Reasonable Efforts; Notification. (a) ------------------------------------------------- Each of Parent and the Company shall (i) promptly (but in no event later than five business days after the date of the first public announcement of this Agreement) make or cause to be made the filings required of such party or any of its Subsidiaries subsidiaries under the HSR Act and any other Antitrust Laws (as defined in Section 8.2(b)) with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement and the Stockholders Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act or such other Antitrust Laws for additional information, documents, or other material received by such party or any of its Subsidiaries subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in respect of such filings, the Offer, the Merger filings or such other transactions, and (iii) cooperate with the other party in connection with any such filing filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any Antitrust Laws other federal or state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing, the Offer, the Merger filing or any such other transactionstransaction. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings, the Offer, the Merger filings or any such other transactionstransaction. Neither party shall participate in any meeting meeting, with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Recreation Centers Inc)

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