M&A Boot Camp booklet 2023 - Flipbook - Page 130
contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body to the
extent that the Company or Parent determine that it is reasonable and prudent to do so. The Company and Parent shall respond as promptly
as practicable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Body in
connection with antitrust or related matters. Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the
Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including
applications) pursuant to (and to otherwise comply with its obligations set forth in) this Section 5.1(a). Except where prohibited by applicable
Legal Requirements or any Governmental Body, and subject to the confidentiality provisions of the Confidentiality Agreement, the Company
shall: (i) cooperate with Parent with respect to any filings made by Parent in connection with the Merger; (ii) permit Parent to review (and
consider in good faith the views of Parent in connection with) any documents before submitting such documents to any Governmental Body
in connection with the Merger; and (iii) promptly provide Parent with copies of all filings, notices and other documents (and a summary of
any oral presentations) made or submitted by the Company with or to any Governmental Body in connection with the Merger.
(b) Efforts. Subject to Section 5.1(c), Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all
actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting
the generality of the foregoing, but subject to Section 5.1(c), each party to this Agreement: (i) shall make all filings (if any) and give all
notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this
Agreement; and (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any
applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions
contemplated by this Agreement.
(c) Limitations. Notwithstanding anything to the contrary contained in Section 5.1(b) or elsewhere in this Agreement, neither Parent
nor Merger Sub shall have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of its Subsidiaries or the
Company to divest or agree to divest) any of its respective businesses, product lines or assets, or to take or agree to take (or cause any of its
Subsidiaries or the Company to take or agree to take) any other action or to agree (or cause any of its Subsidiaries or the Company to agree)
to any limitation or restriction on any of its respective businesses, product lines or assets; or (ii) to contest any Legal Proceeding relating to
the Merger or any of the other transactions contemplated by this Agreement.
5.2 Stockholder Consent.
(a) Information Statement. As promptly as practicable (and in any event, subject to the timely receipt of the approval of Parent as
contemplated within this Section 5.2(a), within five business days) after the execution of this Agreement, the Company shall, in accordance
with its Charter Documents and applicable Legal Requirements, provide to its stockholders an Information Statement and other appropriate
documents in connection with the obtaining of written consents of the stockholders of the Company in favor of the adoption of this
Agreement and approval of the Certificate Amendment and the other transactions contemplated by this Agreement. The Information
Statement shall include the unanimous recommendation of the board of directors of the Company in favor of the adoption of this Agreement
and the approval of the Certificate Amendment and the other transactions contemplated by this Agreement. Notwithstanding anything to
the contrary contained in this Agreement, the Information Statement and any other materials submitted to the Company’s stockholders in
connection with the transactions contemplated by this Agreement shall be subject to prior review and reasonable approval by Parent.
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