Antitrust Clearance. Any waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.
Antitrust Clearance. If AZ reasonably determines in good faith prior to the expiration of an Option Term that any Antitrust Clearance is required in connection with the exercise of the relevant Option, AZ shall notify Silence, as part of its written notice of exercise of the Option or earlier (at AZ’s discretion) and the Parties shall file the relevant documents with the U.S. Federal Trade Commission (“FTC”) and/or any other Governmental Authority as required, in any event no later than [***] days after AZ’s written notice of the exercise of the relevant Option. The Parties shall cooperate in good faith with respect to such filings with the objective of obtaining prompt Antitrust Clearances and/or all other such clearances and AZ shall request early termination of all applicable waiting periods. Where AZ has made its filings within the aforementioned time limit, the Option Exercise Effective Date shall automatically be extended until all applicable Antitrust Clearances (and/or all other such clearances) are granted, unless applicable Antitrust Laws permit a notified deal to close before Antitrust Clearance. Nothing in this Section 6.2 or otherwise in this Agreement shall require either Party to divest any assets, or to take action (beyond cooperation with the other Party) to respond to any “Second Request” from the FTC or similar request from any other Governmental Authority, in connection with any clearance filing. Each Party shall be responsible for all costs and expenses, including filing fees and attorneys’ fees, incurred by such Party in connection with the preparation and filings associated with obtaining Antitrust Clearance, and/or in connection with any other such clearance needed from any other Governmental Authority; provided, that AZ will bear all filing fees required by FTC or another Governmental Authority for submission in connection with obtaining Antitrust Clearance under the HSR Act or any applicable Antitrust Laws outside the Major Markets. In the event that all applicable Antitrust Clearances, in jurisdictions where applicable Antitrust Laws do not permit a notified deal to close before Antitrust Clearance, have not been granted within [***] days after the provision of written notice of the exercise of the relevant Option by AZ to Silence then Silence or AZ may terminate this Agreement insofar as it relates to the relevant Selected Target and the provisions of Section 6.4 shall apply to such Selected Target; provided, however, that such right to terminate sh...
Antitrust Clearance. The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and the approvals, clearances or expirations of waiting periods under the other Antitrust Laws set forth on Section 5.1(d)(i) of the Company Disclosure Schedule Laws shall have been obtained or deemed obtained as a result of the expiry of applicable waiting periods.
Antitrust Clearance. Any approvals or clearances applicable to or advisable for the consummation of the Merger in accordance with the HSR Act and the other Antitrust Laws set forth on Section 7.1(a) of the Company Disclosure Letter, and any agreements not to close the transaction with any Governmental Authority entered into in accordance with this Agreement, will have expired, been terminated or obtained, as applicable. For the avoidance of doubt, the receipt of a Specified Letter by the Parent or the Company shall not be a basis for concluding that any closing condition is not satisfied for purposes of this Section 7.1 and Section 7.2.
Antitrust Clearance. In furtherance of obtaining clearance for an Antitrust Filing filed pursuant to this Section 4.8, Company and Vertex will use their respective reasonable best efforts to resolve as promptly as practicable any objections that may be asserted with respect to this Agreement or the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. In connection with such clearance from the FTC, the DOJ or any other Governmental Authority, neither Party nor its Affiliates will be required to (a) sell, divest (including through license or a reversion of licensed or assigned rights), hold separate, transfer or dispose of any assets, operations, rights, product lines, businesses or interest therein of such Party or any of its Affiliates (or consent to any of the foregoing actions); (b) take any action, agree to take any action, or consent to the taking of any action other than the transactions contemplated by this Agreement, including any such action that would limit a Party’s freedom of action or the conduct of any business, asset, product line or property of such Party or its Affiliates or any joint venture in which such Party or its Affiliates hold an equity interest; or (c) litigate or otherwise formally oppose any determination (whether judicial or administrative in nature) by a Governmental Authority seeking to impose any of the restrictions referenced in clause (a) or (b) above.
Antitrust Clearance. The waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been terminated.
Antitrust Clearance. (a) In no event will (1) Hampton be required to take or to consent to Apple taking, or Apple be required to take or to consent to Hampton taking, any of the following actions in order to obtain the consent, authorization, order, approval or exemption of any Governmental Entity in order to satisfy the condition set forth in Section 7.1(e) if the Board of Directors of Hampton or Apple, as applicable, determines, after consulting with counsel, such actions would be materially adverse to the Surviving Corporation: (i) sell, hold separate or otherwise dispose of assets of such party or its subsidiaries or conduct its business in a specified manner, (ii) agree to sell, hold separate or otherwise dispose of assets of such party or its subsidiaries or conduct its business in a specified manner, or (iii) permit assets of such party or its subsidiaries to be sold, held separate or disposed of or permit its business to be conducted in a specified manner and (2) Parent be required to take any action referred in clauses (i) through (iii). This Section 6.3 does not require any of Parent, Hampton or Apple to enter into any agreement with a third party to undertake any obligations or make any divestitures, unless such agreement is conditioned on the consummation of the Transactions contemplated by this Agreement.
(b) Each of Parent, Hampton and Apple will comply fully with all applicable notification, reporting and other requirements under any Antitrust Laws. Within 10 Business Days after the date of this Agreement, each of Parent, Hampton and Apple will file any required notifications with the appropriate Governmental Entities, 31 in each case pursuant to and in compliance with the respective Antitrust Laws. Parent, Hampton and Apple will as soon as practicable file any additional information reasonably requested by any Governmental Entity in respect of the Merger.
(c) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.3, if any objections are asserted with respect to the Transactions under any Antitrust Law or if any Action is instituted (or threatened to be instituted) by any Governmental Entity or any other Person challenging any of the Transactions as violative of any Antitrust Law, each of Parent, Hampton and Apple will use its commercially reasonable efforts to resolve such objections or challenges as such Governmental Entity or other Person may have to the Transactions. In connection with the foregoing, each of Parent,...
Antitrust Clearance. The waiting period (and any extension thereof) applicable to the Sale under the HSR Act shall have been terminated or shall have expired.
Antitrust Clearance. All authorizations, consents, orders, declarations, approvals, filings with, or terminations or expirations of waiting periods imposed by, any governmental entity the failure of which to obtain, make or occur would have the effect of making the transfer of the applicable Ferro Business illegal or would have a material adverse effect on the transaction for either party, shall have been obtained, shall have been made or shall have occurred.
Antitrust Clearance. The waiting period (and any extension thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and any waiting periods under significant foreign antitrust laws or regulations applicable to the Merger shall have expired or been terminated.
