Antitrust and Foreign Investment Laws. The Company shall only issue Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate or otherwise pursuant to the terms of this Warrant Certificate to the extent the issuance of such Common Shares would not exceed the aggregate number of Common Shares that the Company may issue without violating the U.S. Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or any antitrust laws of other jurisdictions or any foreign investment laws applicable in connection with the issuance of the Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate, except that such limitation shall not apply in the event that (i) the Holder (and, if applicable, the Company) obtains the necessary regulatory approvals as required by any applicable antitrust laws or foreign investment laws or (ii) the Holder (and, if applicable, the Company) obtains a written opinion from counsel to the Holder (or, in the case of the Company, counsel to the Company) that such approval(s) are not required. For the avoidance of doubt, the Company’s non-compliance with the limitations contained in this Section 1.3.6 shall not constitute a breach of this Warrant Certificate by the Company, and the Company shall not have any liability under this Warrant Certificate or otherwise resulting therefrom, but in the event that exercise of the Warrants evidenced by this Warrant Certificate requires any filing or approval under the HSR Act or any applicable antitrust laws of any other jurisdiction and any foreign investment laws the Holder and, if applicable, the Company shall endeavor to make such filings and obtain such approval in accordance with, and subject to the following limitations:
1.3.6.1. The Company and the Holder acknowledge that one or more filings under the HSR Act or antitrust laws of other jurisdictions and/or foreign investment laws may be necessary in connection with the issuance of the Common Shares upon exercise of the Warrants evidenced by this Warrant Certificate. The Holder will promptly notify the Company if any such filing is required on the part of the Holder or the Company. The Company, the Holder and any other applicable Holder Affiliate will use reasonable best efforts to cooperate in making or causing to be made all applications and filings under the HSR Act or any antitrust laws of other jurisdictions or any foreign investment laws required in connection with the issuance of the Common Shares upon exercise of the Warran...
Antitrust and Foreign Investment Laws. (i) The waiting period (and any extensions thereof) (including any voluntary agreements with a Governmental Entity not to consummate the Transactions for any period of time), if any, applicable to the Transactions, pursuant to the HSR Act shall have expired or otherwise been terminated and (ii) all approvals, clearances and consents relating to the Transactions shall have been obtained and all waiting periods (including any extensions thereof) (including any timing agreements with the applicable Governmental Entities that have been agreed to by the Parties in accordance with this Agreement) relating to the Transactions shall have expired or otherwise been terminated under any other Antitrust and Foreign Investment Laws as set forth in Section 7.1(c) of the Company Disclosure Letter.
Antitrust and Foreign Investment Laws. The Company shall only issue Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note to the extent the issuance of such Common Stock would not exceed the aggregate amount of Common Stock that the Company may issue without violating the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 or any antitrust laws of other jurisdictions or any foreign investment laws applicable in connection with the issuance of the Common Stock upon conversion of this Note (the “Antitrust Laws”), except that such limitation shall not apply in the event that (i) the Holder (and, if applicable, the Company or any of its Subsidiaries) obtains the necessary regulatory approvals as required by any applicable antitrust laws or foreign investment laws or (ii) the Holder (and, if applicable, the Company or any of its Subsidiaries) obtains a written opinion from counsel to the Holder (or, in the case of the Company or its Subsidiaries, counsel to the Company) that such approval(s) are not required. Until written notification to the Company from the Holder of the circumstances set forth in clauses (i) or (ii) of the preceding sentence, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that issuance of the Conversion Shares upon such Notice of Conversion would not cause the Company to violate the Antitrust Laws.
Antitrust and Foreign Investment Laws. (i) The waiting periods applicable to the Transactions pursuant to the HSR Act will have expired or otherwise been terminated and (ii) the approvals, clearances or expirations of waiting periods set forth in Section 7.1(b) of the Company Disclosure Letter will have occurred or been obtained (as applicable).
Antitrust and Foreign Investment Laws. Any (i) waiting period (and any extension thereof) applicable to the consummation of the Offer and the Merger under the HSR Act shall have expired or been terminated and (ii) any applicable consents or approvals under the Competition Act shall have been obtained;
Antitrust and Foreign Investment Laws. The Company shall only issue Common Shares upon conversion of this Note or otherwise pursuant to the terms of this Note to the extent the issuance of such Common Shares would not exceed the aggregate number of Common Shares that the Company may issue without violating the HSR Act or any antitrust laws of other jurisdictions or any foreign investment laws required in connection with the issuance of the Common Shares upon conversion of the Note, except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by any applicable antitrust laws of any jurisdiction and any foreign investment laws required in connection with the issuance of the Common Shares upon conversion of the Note, or (ii) obtains a written opinion from counsel to the Company that such approval(s) are not required. For the avoidance of doubt, the Company’s compliance with the limitations contained in this Section 4(e) shall not constitute an Event of Default or breach of this Note by the Company, and the Company shall not have any liability under this Note resulting therefrom, but in the event that conversion of this Note requires any filing or approval under the HSR Act or any applicable antitrust laws of any other jurisdiction and any foreign investment laws the Company and the Holder shall endeavor to make such filings and obtain such approval in accordance with, and subject to the limitations set forth in, Section 4(g) of the Note Purchase Agreement.
