Common use of Regulatory Filings; Reasonable Efforts Clause in Contracts

Regulatory Filings; Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Company, Parent and Sub shall use their commercially reasonable best efforts to take, or cause to be taken, all 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 applicable Law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. Each of Parent and Sub agrees that, between the date of this Agreement and the Closing Date, each of Parent and Sub shall not, and shall ensure that none of its subsidiaries or other Affiliates shall, take any action or propose, announce an intention or agree, in writing or otherwise, to take any action that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated hereby. The Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated hereby, use all commercially reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement and the other transactions contemplated hereby. The Company will use commercially reasonable best efforts to obtain any consent, approval, or waiver with respect to the Material Contracts such that no party will have a reasonable basis to maintain that the representations and warranties in Section 3.11 and clause “(ii)” of Section 3.17 are not true and correct.

Regulatory Filings; Reasonable Efforts. (a) Subject to the terms and conditions of provided in this Agreement, each of the Company, Parent and Sub parties shall use their commercially reasonable best efforts to promptly take, or cause to be taken, all actions actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law laws and regulations to consummate and effectuate the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and effectuate the transactions contemplated by this Agreement for the purpose of securing to the Parties the benefits contemplated by this Agreement. As soon as may be reasonably practicable, including each of Seller and Buyer shall make all filings reasonably determined by the parties to be required by any Governmental Entity in connection with the Acquisition and the transactions contemplated hereby, including, without limitation, (i) Notification and Report Forms with the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities FTC and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and DOJ as required by the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntitiesHSR Act, (ii) any other comparable filing that will materially impair the delivery ability of required notices tothe parties to close, and the obtaining of required consents or waivers from, third parties and (iii) other comparable pre-merger filings pursuant to the execution and delivery merger notification or control laws of any additional instruments necessary to consummate applicable jurisdiction, as agreed by the Offer parties hereto and (iv) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or "blue sky" laws and the Merger and securities laws of any foreign country, or any other Legal Requirement relating to fully carry out the purposes of this AgreementAcquisition. Each of Parent Buyer and Sub agrees that, between the date of Seller will cause all documents that it is responsible for filing with any Governmental Entity under this Agreement and the Closing Date, each of Parent and Sub shall not, and shall ensure that none of its subsidiaries or other Affiliates shall, take any action or propose, announce an intention or agree, Section 6.9(a) to comply in writing or otherwise, to take any action that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated hereby. The Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes all material respects with all applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated hereby, use all commercially reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement and the other transactions contemplated hereby. The Company will use commercially reasonable best efforts to obtain any consent, approval, or waiver with respect to the Material Contracts such that no party will have a reasonable basis to maintain that the representations and warranties in Section 3.11 and clause “(ii)” of Section 3.17 are not true and correctLegal Requirements.

Regulatory Filings; Reasonable Efforts. In furtherance and not in limitation of the obligations of the parties set forth in SECTION 5.7 hereof, and subject thereto, as soon as may be reasonably practicable the Company and Parent each shall file (i) a Notification and Report Form with the Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") pursuant to the HSR Act with respect to the Transactions, including the Merger and (ii) any appropriate pre-merger notifications under the Antitrust Laws of any foreign jurisdiction, as reasonably agreed by the parties to be appropriate. Each of the Company and Parent shall cause all documents that it is responsible for filing with any Governmental Entity under this SECTION 5.10 to comply in all material respects with applicable law. The Company and Parent each shall promptly (a) Subject supply the other with any additional information and documentary material that may be requested pursuant to the terms HSR Act which may be required in order to effectuate such filings and conditions to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (b) supply any additional information, which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties reasonably agree to be appropriate; PROVIDED, HOWEVER, that Parent shall not be required to agree to any Action of Divestiture. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, PROVIDED THAT Parent shall afford the Company a reasonable opportunity to participate therein. Each party hereto shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all materials respect with, applicable law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this SECTION 5.10, each party will promptly inform the other parties hereto of such occurrence and the Company will cooperate with Parent in filing with the applicable Governmental Entity such amendment or supplement. For purposes of this Agreement, each of "ANTITRUST LAW" means the CompanySherman Act, Parent and Sub shall use their commercially reasonable best efforts to takeas amended, or cause to be takenthe Clayton Act, all actions and to doas amended, or cause to be donethe HSR Acx, xxx Federal Trade Commission Xxx, xs amended, and all other Legal Requirements that are designed or intended to assist and cooperate with prohibit, restrict or regulate actions having the other parties in doing, all things necessary, proper purpose or advisable under applicable Law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the purposes of this Agreement. Each of Parent and Sub agrees that, between the date of this Agreement and the Closing Date, each of Parent and Sub shall not, and shall ensure that none of its subsidiaries or other Affiliates shall, take any action or propose, announce an intention or agree, in writing or otherwise, to take any action that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated hereby. The Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated hereby, use all commercially reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute monopolization or regulation on the Offer, the Merger, this Agreement and the other transactions contemplated hereby. The Company will use commercially reasonable best efforts to obtain any consent, approval, or waiver with respect to the Material Contracts such that no party will have a reasonable basis to maintain that the representations and warranties in Section 3.11 and clause “(ii)” restraint of Section 3.17 are not true and correcttrade.

Regulatory Filings; Reasonable Efforts. As soon as may be reasonably practicable, Company and Parent each shall file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. Company and Parent each shall promptly (a) Subject supply the other with any information which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the terms FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and conditions which the parties may reasonably deem appropriate. In furtherance and not in limitation of the foregoing, if any objections are asserted under any Regulatory Law (as defined below) or any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this AgreementAgreement as violative of any Regulatory Law, each of the Company, Company and Parent shall cooperate in all respects with each other and Sub shall use their commercially reasonable its respective best efforts to take, contest and resist any such action or cause to be taken, all actions proceeding and to dohave vacated, lifted, reversed or cause to be doneoverturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and to assist and cooperate with the other parties in doingthat prohibits, all things necessary, proper prevents or advisable under applicable Law to consummate restricts consummation of the transactions contemplated by this Agreement, including (iwithout limitation) consenting to transfer or dispose of assets or businesses as needed to resolve such objections or challenges; PROVIDED, HOWEVER, that in no event shall Company or Parent be required to consent to transfer or dispose of assets or businesses that, individually or in the obtaining aggregate, accounted for more than $20 million of the 1998 fiscal year revenues of Company, Parent or any of their respective Subsidiaries, as the case may be. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.9 shall limit a party's right to terminate this Agreement pursuant to Section 7.1(c) so long as such party has complied in all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings respects with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and to fully carry out the its obligations under this Section 5.9. For purposes of this Agreement. Each of Parent and Sub agrees that, between "REGULATORY LAW" means the date of this Agreement and Xxxxxxx Act, as amended, the Closing DateXxxxxxx Act, each of Parent and Sub shall notas amended, the HSR Act, the Federal Trade Commission Act, as amended, and shall ensure that none of its subsidiaries or all other Affiliates shallfederal, take any action or propose, announce an intention or agree, in writing or otherwise, to take any action that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated hereby. The Company state and its Board of Directors shallforeign, if any state takeover statute any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or similar statute intended to prohibit, restrict or regulation is regulate actions having the purpose or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated hereby, use all commercially reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute monopolization or regulation on the Offer, the Merger, this Agreement and the other transactions contemplated hereby. The Company will use commercially reasonable best efforts to obtain any consent, approval, restraint of trade or waiver with respect to the Material Contracts such that no party will have a reasonable basis to maintain that the representations and warranties in Section 3.11 and clause “(ii)” lessening of Section 3.17 are not true and correctcompetition through merger or acquisition.