Antitrust Approvals Clause Samples
The Antitrust Approvals clause requires that parties to an agreement obtain necessary clearances from relevant competition or antitrust authorities before completing a transaction. In practice, this means that the parties must submit filings to government agencies, such as the Federal Trade Commission or the European Commission, and wait for confirmation that the deal does not violate antitrust laws. This clause ensures that the transaction complies with legal requirements designed to prevent anti-competitive practices, thereby reducing the risk of the deal being blocked or unwound by regulators.
POPULAR SAMPLE Copied 5 times
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. The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.
Antitrust Approvals. The waiting period and any other obligations or requirements applicable to the transactions contemplated herein under the HSR Act or any other Antitrust Laws shall have expired or been complied with, as applicable, or early termination shall have been granted.
Antitrust Approvals. The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination or approval shall have been granted.
Antitrust Approvals. All applicable waiting periods under the HSR Act or required foreign antitrust laws shall have expired or been terminated.
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. Nestlé and ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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. 3.1.1 All regulatory or antitrust approvals necessary to approve the transactions contemplated in this Agreement (other than approval of the Authority in Argentina) must be obtained without any restrictions or conditions of any kind imposed on the Seller (the “Regulatory Condition Precedent”). For the avoidance of doubt, should the relevant authorities (the “Authorities”) impose any conditions or restrictions on any Buyer or the Subsidiaries, the Regulatory Condition Precedent shall be deemed fulfilled unless: (i) such conditions or restrictions could have a material adverse change on the businesses of the Subsidiaries, taken as a whole; or (ii) proceeding with Closing in such circumstances could constitute a breach of applicable law or regulation.
3.1.2 The Buyers’ Representative shall as soon as reasonably practicable prepare and file with the Authorities all necessary documents (including notifications, notices, applications and subsequent submissions) to satisfy the Regulatory Condition Precedent and the mandatory filing in Argentina. The Seller shall have at least three (3) Business Days to comment on any draft written or material communication to be filed or exchanged with any Authority, and to attend all material meetings with it and the Buyers’ Representative shall keep the Seller properly informed and shall timely provide the Seller with copies of all material documents filed and correspondence exchanged with the Authorities. The Parties shall agree in good faith the content of the mandatory joint filing in Brazil. Provided that the Buyers’ Representative has received timely input from the Seller, all such filings shall be made no later than twenty-five (25) days after the execution of this Agreement.
3.1.3 The Parties shall use their reasonable best efforts to cooperate with regard to the fulfillment of the Regulatory Condition Precedent, to execute all documents and take all actions which may be necessary in order to fulfill the Regulatory Condition Precedent without undue delay, including without limitation to supply any additional information and documentation that may be requested by an Authority and, in relation to the Buyer, to negotiate with and offer the Authorities any necessary commitments.
3.1.4 The Buyers agree to notify the Seller of the fulfillment of the Regulatory Condition Precedent on the same day on which such condition has been fulfilled.
Antitrust Approvals. All necessary waiting periods (and all extensions thereof) applicable to the Merger under the Antitrust Laws shall have terminated or expired, and all clearances, consents, approvals, orders and authorizations necessary for the consummation of the Merger under the Antitrust Laws shall have been received.
