(v) effectuate any other change or restructuring of Turning Point, the Surviving Corporation, Parent or any of its subsidiaries, (vi) undertake or enter into agreements with any Governmental Body or agree to the entry of an order by any Governmental Body, and (vii) otherwise take or commit to take any actions with respect to the businesses, product lines or assets Turning Point, Parent, the Surviving Corporation or any of its subsidiaries. However, Turning Point, the Surviving Corporation, Parent or any of its subsidiaries will not be required to take or commit to take any such action, or agree to any such condition or restriction, unless such action, commitment, agreement, condition or restriction is binding on Turning Point, the Surviving Corporation, Parent or any of its subsidiaries only in the event the Merger closing occurs;
(c) Subject to the terms and conditions of the Merger Agreement, each of Parent, Purchaser and Turning Point will (and will cause their respective affiliates, if applicable, to): (i) promptly make an appropriate filing of all Notification and Report forms as required by the HSR Act with respect to the Transactions; (ii) promptly make all other filings, notifications or other consents as may be required to be made or obtained by such Party under foreign Antitrust Laws in those jurisdictions identified in the Disclosure Schedule; and (iii) cooperate with each other in determining whether, and promptly preparing and making, any other filings or notifications or other consents required to be made with, or obtained from, any other Governmental Bodies in connection with the Transactions;
(d) During the Pre-Closing Period, each of Parent, Purchaser and Turning Point will use its reasonable best efforts to (i) cooperate in all respects and consult with each other in connection with any filing or submission in connection with any investigation or other inquiry, including allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) give the other party prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding brought by a Governmental Body or brought by a third party before any Governmental Body, in each case, with respect to the Transactions, (iii) keep each of Parent, Purchaser and Turning Point informed as to the status of any such request, inquiry, investigation, action or legal proceeding, (iv) promptly inform each of Parent, Purchaser and Turning Point of any communication to or from the FTC, DOJ or any other Governmental Body in connection with any such request, inquiry, investigation, action or legal proceeding, (v) upon request, promptly furnish to Parent, Purchaser and Turning Point, subject to an appropriate confidentiality agreement to limit disclosure to outside counsel and consultants retained by such counsel, with copies of documents provided to or received from any Governmental Body in connection with any such filings, request, inquiry, investigation, action or legal proceeding, (vi) subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants retained by such counsel, and to the extent reasonably practicable, consult in advance and cooperate with Parent, Purchaser and Turning Point and consider in good faith the views of Parent, Purchaser and Turning Point in connection with any substantive communication, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal to be made or submitted in connection with any such request, inquiry, investigation, action or legal proceeding and (vii) except as may be prohibited by any Governmental Body or by any applicable law, in connection with any such request, inquiry, investigation, action or legal proceeding in respect of the Transactions, each party to the Merger Agreement will provide advance notice of and permit authorized representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in advance in connection with any argument, opinion or proposal to be made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or legal proceeding. Each party to the Merger Agreement will supply as promptly as practicable such information, documentation, other material or testimony that may be reasonably requested by any Governmental Body, including by complying at the earliest reasonably practicable date with any reasonable request for additional information, documents or other materials, including any “second request” under the HSR Act, received by any party or any of their respective subsidiaries from any Governmental Body in connection with such applications or filings for the Transactions. Purchaser will pay all filing fees under the HSR Act and for any filings required under foreign Antitrust Laws, but Turning Point will bear its own costs for the preparation of any such filings. None of the Purchaser, Parent or Turning Point will commit to or agree with any Governmental Body to stay, toll or extend, directly or indirectly, any applicable waiting period under the HSR Act or other applicable Antitrust Laws, or pull and refile under the HSR Act or other applicable Antitrust Laws, in each case, without the prior written consent of the other parties (such consent not to be unreasonably withheld, conditioned or delayed); and
(e) Parent agrees that it will not, and will not permit any of its controlled affiliates to, directly or indirectly, acquire or agree to acquire any assets, business or any person, whether by merger, consolidation or purchasing a substantial portion of the assets of or equity in any person, if the entering into of an agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would (i) unreasonably impose any material delay in the
