Integration Planning. After the date hereof and prior to the Effective Time, Parent and the Company shall establish a mechanism, subject to applicable Law, reasonably acceptable to both parties by which the parties shall confer on a regular and continued basis regarding the general status of the ongoing operations of the Company and its subsidiaries, on the one hand, and Parent and its subsidiaries, on the other hand, and integration planning matters and communicate and consult with specific persons to be identified by each party to the other with respect to the foregoing.
Integration Planning. The Company shall use reasonable efforts to cooperate with all reasonable requests of Parent for the purpose of facilitating integration of Parent and the Company, including (a) continuing to work with KPMG LLP, the Company’s independent auditors, to prepare the audited consolidated financial statements of the Company as of and for the year ended December 31, 2004 and (b) if requested by Parent, appointing an overall integration coordinator, designating liaisons for functional and geographic units and cooperating in communications to customers, partners and employees.
Integration Planning. Following the expiration of the waiting period and any extension thereof applicable to the transactions contemplated by this Agreement under the HSR Act, the Company and its Representatives shall, at Parent’s cost and expense (limited to reasonable out-of-pocket costs of the Company and its Representatives), assist and cooperate with Parent in integration planning, including with respect to systems integration and implementing risk controls across the businesses of the Company and Parent to be combined following the Merger.
Integration Planning. After the date hereof and prior to the Effective Time, Parent and the Company shall establish a mechanism, subject to applicable Law, reasonably acceptable to both parties by which the parties will confer on a regular and continued basis regarding the general status of the ongoing operations of the Company, Parent and their respective subsidiaries and integration planning matters and communicate and consult with specific persons to be identified by each party to the other with respect to the foregoing. In furtherance of the foregoing, the Company shall reasonably cooperate with Parent (at Parent’s sole expense) to the extent reasonably required in connection with any Tax matters relating to the Merger, including with respect to its structure and Parent’s integration planning (including by the provision of reasonably relevant records or information and using commercially reasonable efforts to make available relevant third party advisors, in each case at Parent’s sole expense).
Integration Planning. Without limiting Section 6.4 (Access to Information; Confidentiality) or Section 6.10 (Arriver/Non-Arriver Separation Planning and Cooperation), from and after the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as may be required by Law (including Antitrust Laws), (a) upon the reasonable advance written request of the Acquiring Parties, the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with the Acquiring Parties and their respective Representatives to plan for the integration of the parties hereto, their respective Subsidiaries and their respective businesses following the Closing and (b) without limiting the generality of the foregoing clause (a), the Company shall and shall cause its Subsidiaries to, and shall use commercially reasonable efforts to cause their respective Representatives to, reasonably assist the Acquiring Parties with respect to integration planning (including providing support for IT Systems, IT equipment and other Company Technology, and benefits support services (including retention plans), and, in its reasonable discretion, affording the Acquiring Parties a reasonable opportunity to interview Company employees and executives), and prepare for customer communications and notices to be sent upon Closing reasonably required to result in a successful transition and integration following the Closing. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to take such actions if: (A) it would cause a material violation of any Contract to which Company or any of its Subsidiaries is a party, or (B) the Company believes in good faith after consultation with outside counsel and taking into account whether privilege cannot be protected by the Company or its Subsidiaries through exercise of its or their reasonable efforts (such as redaction of certain information), it would reasonably be expected to cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law.
Integration Planning. Between the date of this Agreement and the Closing, the Sellers shall cause the Company and its Subsidiaries (i) to furnish Purchaser with such financial and operating data and other information as Purchaser may from time to time reasonably request and (ii) for purposes of planning the transition and integration process, but not for purposes of identifying potential breaches of representations and warranties or any material adverse change as described in Section 6.2(a) (X) to grant Purchaser and its authorized representatives reasonable access to all offices and other facilities of the Company and its Subsidiaries and to all books and records of the Company and its Subsidiaries, (Y) to permit Purchaser to make such inspections and to make copies of such books and records as it may reasonably require and Purchaser and its authorized representatives shall conduct all such inspections in a manner that will minimize disruptions to the business and operations of the Company and its Subsidiaries.
Integration Planning. As promptly as reasonably practicable after the date hereof, each of Buyer and Seller shall designate individuals to work, in good faith and subject to applicable Law, to develop a post-Closing integration plan for the Business. No Party shall have control over any other Party’s (or its Affiliates’) operations, businesses, or decision-making before the Closing, and control over all such matters shall remain in the hands of the relevant Party (and its Affiliates), in each case subject to the terms and conditions of this Agreement.
Integration Planning. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company and the Purchaser shall organize a steering committee (the “Integration Steering Committee”) comprised of three (3) Representatives of the Purchaser (as designated by the Purchaser), the Chairman of the Supervisory Board of the Company, the CEO of the Company and the CFO of the Company, and any other members who the foregoing shall determine from time to time. The Integration Steering Committee shall meet on a weekly basis in order to discuss and prepare the integration of the Company into the Purchaser’s group as from the Closing Date, and the Integration Steering Committee shall organize, and the Company shall grant, reasonable access to the Purchaser and its Representatives to properties, senior managers and books and records of the Company as may be reasonably necessary in connection with such integration, as well as visits of the sites of the Group Companies and of the Purchaser’s group; provided that no such access or examination of books and records shall be permitted to the extent that it would violate any applicable law.
Integration Planning. As promptly as reasonably practicable after the date hereof, the Chief Executive Officer of Amcor and the Chief Executive Officer of Bemis and such other individuals as shall be jointly designated by the Chief Executive Officer of Amcor and the Chief Executive Officer of Bemis will, in good faith and subject to applicable Law, work to develop a post-closing integration plan. Neither Party shall have control over any other Party’s operations, business or decision-making before the Effective Time, and control over all such matters shall remain in the hands of the relevant Party, in each case subject to the terms and conditions of this Agreement.
Integration Planning. Subject to applicable Law, between the date hereof and the Effective Time, DigitalGlobe and GeoEye will cooperate with each other in connection with the integration of the two companies, including taking the actions set forth on Section 6.18 of the DigitalGlobe Disclosure Letter and Section 6.18 of the GeoEye Disclosure Letter, respectively.
