Antitrust Approvals. All terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement, including under the HSR Act and any other Antitrust Laws, shall have occurred and all other notifications, consents, authorizations and approvals required to be made or obtained from any Governmental Entity under any Antitrust Law shall have been made or obtained for the transactions contemplated by this Agreement.
Antitrust Approvals. All waiting periods imposed by any Governmental Authority or Antitrust Authority in connection with the transactions contemplated by this Agreement shall have terminated or expired and all authorizations, approvals, consents or clearances under the Antitrust Laws in connection with the transactions contemplated by this Agreement shall have been obtained.
Antitrust Approvals. The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.
Antitrust Approvals. Any waiting period (and any extension thereof) under the HSR Act or any similar foreign antitrust, competition or similar Laws applicable to the Share Purchase shall have expired or shall have been terminated.
Antitrust Approvals. (a) Until the Closing, each Party will, and will cause its Affiliates to, take all actions necessary, proper or advisable under applicable Law to (i) file or cause to be filed all requisite documents and notification in connection with the Contemplated Transactions as required by the HSR Act, as soon as practicable after the date of this Agreement, (ii) satisfy any other filing requirements or the issuance of approvals, clearances, consents or authorizations required with respect to any anti-trust Law, (iii) request early termination of any waiting periods under the HSR Act, (iv) comply as promptly as practicable with any requests for information or documents received from any Governmental Authority by any of Purchaser, the Company and their respective Affiliates, (v) coordinate and cooperate with one another and exchange such information and render such assistance as the other may reasonably request in connection with such HSR filings and requests for information or documents, subject to such confidentiality restrictions as may be reasonably requested, and (vi) avoid the entry of any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions.
(b) The Parties will use commercially reasonable efforts to resolve any objections asserted by any Governmental Authority under applicable anti-trust Laws with respect to the Contemplated Transactions. If any Governmental Authority or other Person initiates or threatens any administrative, judicial or legislative action or proceeding challenging the Contemplated Transactions as violating any applicable anti-trust Law, the Parties will use commercially reasonable efforts and cooperate in good faith to contest and defend against such action or proceeding and to have any Order under any anti-trust Law prohibiting, preventing or restricting consummation of the Contemplated Transactions vacated, lifted, reversed or overturned, including by vigorously pursuing all available avenues of administrative and judicial appeal and legislative actions; provided, however, that nothing in this Section 5.7 shall require or be construed to require either Party or any of their Affiliates to take any action, propose or make any divestiture or other undertaking, or propose or enter into any consent decree. The Parties agree to each pay one-half of the cost of filing under the HSR Act.
Antitrust Approvals. Nestlé and Xxxxxxxxx will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particular, (i) each of Nestlé and Xxxxxxxxx will, unless otherwise agreed between the Parties, retain separate counsel to represent each Shareholder in making joint filings to the relevant competition authorities with respect to the Antitrust Approvals and (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required for such filings and any additional information as may be required to respond to any requests for information by any competition authorities, provided that neither Party shall be required to provide the other Party with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns under the previous sentence. Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayed.
Antitrust Approvals. This Section 6.1 shall not apply to filings under Antitrust Laws, which shall be governed by the obligations set forth in Section 6.2.
Antitrust Approvals. All waiting periods (and any extension thereof), if any, under the HSR Act applicable to the Merger shall have expired or been terminated, and all consents, waivers, approvals and authorizations required to be obtained, and all filings or notices required to be made by the parties hereto with any Governmental Entity pursuant to the HSR Act shall have been obtained or made;
Antitrust Approvals. The waiting period (and any extension thereof) under the HSR Act relating to the transactions contemplated hereby shall have expired or terminated early and all foreign antitrust approvals listed on Schedule 7.1(c) hereto shall have been obtained (or the waiting periods thereunder shall have expired or terminated early).
Antitrust Approvals. All necessary waiting periods (and all extensions thereof) applicable to the Merger under the Antitrust Laws shall have terminated or expired, all consents, approvals, authorizations and orders applicable to the Merger required under the Antitrust Laws shall have been received and become final and non-appealable, and any governmental body that has the authority to enforce any Antitrust Laws in those jurisdictions where such consents, approvals, authorizations and orders are so required shall have approved, cleared or decided neither to initiate proceedings or otherwise intervene in respect of the Merger.
