Common use of Antitrust Compliance Clause in Contracts

Antitrust Compliance. Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission ("FTC"), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the "Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The acquisition of the Shares by the Purchaser is subject to these requirements. Pursuant to the HSR Act, Numico filed a Notification and Report Form with respect to the acquisition of Shares pursuant to the Offer and the Merger with the Antitrust Division and the FTC on May 2, 2000. Under the provisions of the HSR Act applicable to the purchase of Shares pursuant to the Offer, such purchases may not be made until the expiration of a 15-calendar day waiting period following the filing made by Numico. Accordingly, the waiting period under the HSR Act will expire at 11:59 p.m., New York City time, on May 17, 2000, unless early termination of the waiting period is granted, or Numico and/or the Company receives a request for additional information or documentary material prior thereto. If either the FTC or the Antitrust Division were to make such a request(s) for additional information or documentary material, the waiting period would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance with such request(s), unless the waiting period is sooner terminated by the FTC or the Antitrust Division. Thereafter, the waiting period could be extended only by agreement or by court order. Only one extension of such waiting period pursuant to a request for additional information is authorized by the rules promulgated under the HSR Act, except by agreement or by court order. Any such extension of the waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law. See Section 4. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the Purchaser's proposed acquisition of the Company. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the Merger, or seeking the divestiture of Shares acquired by the Purchaser, or the divestiture of substantial assets of the Company or its subsidiaries, or of Numico or its subsidiaries. Private parties also may bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer or the Merger on antitrust grounds will not be made or, if such a challenge is made, of the result thereof.

Antitrust Compliance. Under the HSR Act Act, and the rules and regulations that have been promulgated thereunder by the Federal Trade Commission (the "FTC"), certain acquisition transactions may not be consummated unless until certain information has and documentary material have been furnished to for review by the FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The acquisition of the Shares by the Purchaser is subject to these requirements. Pursuant to the HSR Act, Numico filed a Notification and Report Form with respect to the acquisition of Shares pursuant to the Offer and the Merger are subject to such requirements. Furon intends to file its Pre-merger Notification and Report Form with the FTC and the Antitrust Division and with respect to the FTC Merger on May 2November 18, 20001996. Under the provisions of the HSR Act applicable to the Merger, the purchase of Shares pursuant to the Offer, such purchases Offer and the Merger may not be made consummated until the expiration of a 15-calendar day waiting period following the filing made by NumicoFuron, unless such waiting period is earlier terminated by the FTC or the Antitrust Division. Accordingly, the waiting period under with respect to the HSR Act will Offer is expected to expire at 11:59 p.m.P.M., New York City time, on May 17December 3, 20001996, unless early termination of the waiting period is granted, or Numico and/or Furon and the Company receives receive a request for additional information or documentary material prior theretomaterial. If If, within such 15-day waiting period, either the FTC or the Antitrust Division were to make such a request(s) for or the FTC requests additional information or documentary materialmaterial from Furon and the Company concerning the Offer, the waiting period would expire at 11:59 p.m.P.M., New York City time, on the tenth twentieth calendar day after the date of substantial compliance with such request(s), unless request by Furox xxx the waiting period is sooner terminated by the FTC or the Antitrust DivisionCompany. Thereafter, the waiting period could be extended only by agreement court order or by court orderwith the consent of Furon and the Company. Only one extension of such The additional 20-calendar day waiting period may be terminated sooner by the FTC or the Antitrust Division. Purchaser will not accept for payment Shares tendered pursuant to a request for additional information is authorized the Offer unless and until the waiting period requirements imposed by the rules promulgated under HSR Act with respect to the Offer and the Merger have been satisfied. See Section 14. Pursuant to the HSR Act, except by agreement or by court order. Any such extension Furon and the Company intends to request early termination of the waiting period applicable to the Merger. There can be no assurance, however, that such waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law. See Section 4be terminated early. The Antitrust Division Division, the FTC, state and the FTC foreign antitrust enforcement agencies frequently scrutinize the legality under the antitrust laws of transactions such as the Purchaser's proposed acquisition of the Company. At any time before or after the Purchaser's acquisition of Shares pursuant to the OfferOffer and the Merger. At any time before or after Purchaser's acquisition of Shares, the Antitrust Division or the FTC any such agency could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase acquisition of Shares pursuant to the Offer or the consummation of the Merger, otherwise or seeking the divestiture of Shares acquired by the Purchaser, Purchaser or the divestiture of substantial assets of Purchaser, Furon and/or the Company or its subsidiaries, or of Numico or its subsidiariesCompany. Private parties may also may bring legal action under the antitrust laws under certain circumstances. There Based upon an examination of publicly available information relating to the businesses in which Furon, the Company and their respective subsidiaries are engaged, Furon and Purchaser believe that the acquisition of Shares pursuant to the Offer and the Merger would not violate the antitrust laws. Nevertheless, there can be no assurance that a challenge to the Offer or the Merger on antitrust grounds will not be made or, if such a challenge is made, of what the result thereofwill be. See Section 14.

Antitrust Compliance. Under the HSR Act Act, and the related rules promulgated thereunder and regulations that have been issued by the Federal Trade Commission (the "FTC"), certain acquisition transactions having a value above specified thresholds may not be consummated unless until certain information has and documentary material ("Premerger Notification and Report Forms") have been furnished to the FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The acquisition of the Shares by the Purchaser is subject to these requirements. Pursuant to the HSR Act, Numico filed a Notification and Report Form with respect to the acquisition of Shares pursuant Act applies to the Offer and the Merger with the Antitrust Division and the FTC on May 2, 2000. Under the provisions of the HSR Act applicable to the purchase of Shares pursuant to in the Offer, such purchases may Offer cannot be made completed until the expiration of a 15-15 calendar day waiting period following the filing made by Numico. AccordinglyOpto Circuits, as the waiting period under ultimate parent entity of Purchaser, of a Premerger Notification and Report Form concerning the HSR Act will expire at 11:59 p.m., New York City time, on May 17, 2000Offer with the FTC and the Antitrust Division, unless early termination of the waiting period is granted, extended or Numico earlier terminated by the FTC and/or the Company receives a request for additional information or documentary material prior theretoAntitrust Division. If If, within the 15 calendar day waiting period, either the FTC or the Antitrust Division were to make such issue a request(s) request for additional information or and documentary materialmaterial (a "Second Request"), the waiting period with respect to the Offer would expire at 11:59 p.m., New York City time, on the tenth be extended until ten calendar day after days following the date of substantial compliance by Opto Circuits with such request(s)that Second Request, unless the waiting period is sooner terminated by the FTC or the Antitrust DivisionDivision terminated the additional waiting period before its expiration. Thereafter, Further extensions of the waiting period could be extended obtained only by agreement court order or by court orderwith consent of Opto Circuits. Only one extension In practice, complying with a Second Request can take a significant amount of such time. Following the expiration or termination of the HSR Act waiting period pursuant to a request for concerning the Offer, completion of the Merger would not require an additional information is authorized by the rules promulgated filing under the HSR Act, except by agreement or by court order. Any such extension Act if Purchaser owned more than 50 percent of the outstanding Shares at the time of the Merger or if the Merger occurred within one year after the expiration or termination of the HSR Act waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law. See Section 4. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the Purchaser's proposed acquisition of the Company. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the Merger, or seeking the divestiture of Shares acquired by the Purchaser, or the divestiture of substantial assets of the Company or its subsidiaries, or of Numico or its subsidiaries. Private parties also may bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer or the Merger on antitrust grounds will not be made or, if such a challenge is made, of the result thereof.

Antitrust Compliance. Under the HSR Act Act, and the related rules promulgated thereunder and regulations that have been issued by the U.S. Federal Trade Commission ("the “FTC"”), certain acquisition transactions having a value above specified thresholds Table of Contents may not be consummated unless certain until specified information has and documentary material (“Premerger Notification and Report Forms”) have been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice (the "“Antitrust Division"”) and the FTC and certain waiting period requirements have been satisfied. The acquisition requirements of the Shares by the Purchaser is subject to these requirements. Pursuant to the HSR Act, Numico filed a Notification and Report Form with respect Act apply to the acquisition of Shares pursuant to in the Offer and the Merger with the Antitrust Division and the FTC on May 2, 2000Merger. Under the provisions of the HSR Act applicable to and the rules and regulations promulgated thereunder, the purchase of Shares pursuant to in the Offer, such purchases may Offer cannot be made completed until the expiration of a 15-15 calendar day waiting period following the filing made by Numico. AccordinglyNestlé, as the parent entity of Purchaser, of a Premerger Notification and Report Form concerning the Offer (and the Merger) with the FTC and the Antitrust Division, unless the waiting period under is earlier terminated by the HSR Act FTC and the Antitrust Division. Each of Nestlé and Aimmune filed the Premerger Notification and Report Forms with the FTC and the Antitrust Division in connection with the purchase of the Shares in the Offer and the Merger on September 3, 2020. The required waiting period with respect to the Offer and the Merger will expire at 11:59 p.m., New York City Eastern time, on May 17September 18, 2000, 2020 unless early termination of (i) Nestlé withdraws and resubmits its Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division under the applicable FTC regulations allowing for a second 15 calendar day waiting period is granted, period; (ii) the FTC or Numico and/or the Company receives Antitrust Division issues a request for additional information or and documentary material (a “Second Request”) prior theretoto that time or (iii) the FTC and the Antitrust Division earlier terminate such waiting period before its expiration. If either the FTC or the Antitrust Division were to make such issue a request(s) for additional information or documentary materialSecond Request within the prescribed time period, the waiting period with respect to the Offer and the Merger would expire at 11:59 p.m., New York City time, on the tenth be extended until 10 calendar day after days following the date of substantial compliance by Nestlé with such request(s)that request, unless the waiting period is sooner terminated by the FTC or the Antitrust DivisionDivision terminated the additional waiting period before its expiration. ThereafterAfter the expiration of the 10 calendar day waiting period, the waiting period closing of the transaction could be extended stayed only by agreement be a court or by court administrative order. Only one extension of such waiting period pursuant to a request for additional information is authorized by Nestlé also may agree with the rules promulgated under FTC or the HSR Act, except by agreement or by court order. Any such extension of the waiting period Antitrust Division that it will not give rise close the transaction for a certain amount of time in order to any withdrawal rights not otherwise provided for by applicable lawallow the completion of its antitrust review. See Section 4Complying with a Second Request can take a significant period of time. The Although Aimmune is required to file certain information and documentary materials with the FTC and the Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the Purchaser's proposed acquisition of the Company. At any time before or after the Purchaser's acquisition of Shares pursuant to in connection with the Offer, neither Aimmune’s failure to make those filings nor a Second Request or Civil Investigative Demand issued to Aimmune from the FTC or the Antitrust Division or will extend the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking waiting periods with respect to enjoin the purchase of Shares pursuant in the Offer and the Merger. The Merger will not require an additional filing under the HSR Act if Nestlé owns at least 50% of the outstanding Shares at the time of the Merger or if the Merger occurs within one year after the HSR Act waiting period applicable to the Offer expires or the consummation of the Merger, or seeking the divestiture of Shares acquired by the Purchaser, or the divestiture of substantial assets of the Company or its subsidiaries, or of Numico or its subsidiaries. Private parties also may bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer or the Merger on antitrust grounds will not be made or, if such a challenge is made, of the result thereofterminated.

Antitrust Compliance. Under the HSR Act Act, and the related rules promulgated thereunder and regulations that have been issued by the Federal Trade Commission ("FTC"), certain acquisition transactions having a value above specified thresholds may not be consummated unless certain until specified information has and documentary material ("Premerger Notification and Report Forms") have been furnished to the FTC and the Antitrust Division of the Department of Justice DOJ (the "Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The acquisition requirements of the Shares by the Purchaser is subject to these requirements. Pursuant to the HSR Act, Numico filed a Notification and Report Form with respect Act apply to the acquisition of Shares pursuant to in the Offer and the Merger with the Antitrust Division and the FTC on May 2, 2000Merger. Under the provisions of the HSR Act applicable to and the rules and regulations promulgated thereunder, the purchase of Shares pursuant to in the Offer, such purchases may Offer cannot be made completed until the expiration of a 15-15 calendar day waiting period following the filing made by Numico. AccordinglyDSM, as the ultimate parent entity of Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period under is earlier terminated by the HSR Act FTC and the Antitrust Division. DSM plans to file the Premerger Notification and Report Forms with the FTC and the Antitrust Division in connection with the purchase of the Shares in the Offer and the Merger on or about May 21, 2012. The required waiting period with respect to the Offer and the Merger will expire at 11:59 p.m., New York City time, on May 17, 2000, the 15th calendar day from the date such filing occurs unless early termination of the waiting period is granted, FTC or Numico and/or the Company receives Antitrust Division issues a request for additional information or and documentary material (a "Second Request") prior theretoto that time. If within the 15 calendar day waiting period either the FTC or the Antitrust Division were to make such issue a request(s) for additional information or documentary materialSecond Request, the waiting period with respect to the Offer would expire at 11:59 p.m., New York City time, on the tenth be extended until 10 calendar day after days following the date of substantial compliance by DSM with such request(s)that request, unless the waiting period is sooner terminated by the FTC or the Antitrust DivisionDivision Table of Contents terminated the additional waiting period before its expiration. ThereafterAfter the expiration of the 10 calendar day waiting period, the waiting period could be extended only by agreement court order enjoining the transaction. DSM may also agree with the FTC or by court orderthe Antitrust Division that it will not close the transaction for a certain amount of time in order to allow the completion of the antitrust review. Only one extension Complying with a Second Request can take a significant period of such waiting period pursuant time. Although Kensey Nash is required to file certain information and documentary materials with the FTC and the Antitrust Division in connection with the Offer, neither Kensey Nash's failure to make those filings nor a request for additional information is authorized by Second Request issued to Kensey Nash from the rules promulgated under FTC or the HSR Act, except by agreement or by court order. Any such extension of Antitrust Division will extend the waiting period will not give rise with respect to any withdrawal rights not otherwise provided for by applicable law. See Section 4the purchase of Shares in the Offer and the Merger. The FTC and the Antitrust Division and the FTC frequently scrutinize will consider the legality under the antitrust laws of transactions such as the PurchaserDSM's proposed acquisition of the CompanyKensey Nash. At any time before or after the Purchaser's acquisition acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC could take such action under believes that the Offer would violate the U.S. federal antitrust laws as it deems necessary or desirable by substantially lessening competition in any line of commerce affecting U.S. consumers, the public interestFTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, including seeking to enjoin the purchase if Shares have already been acquired, requiring disposition of Shares pursuant to the Offer or the consummation of the Merger, or seeking the divestiture of Shares acquired by the Purchasersuch Shares, or the divestiture of substantial assets of the Company DSM, Purchaser, Kensey Nash or its subsidiaries, any of their respective subsidiaries or of Numico or its subsidiariesaffiliates. Private parties U.S. state attorneys general and private persons may also may bring legal action under the antitrust laws under certain circumstancesseeking similar relief or seeking conditions to the completion of the Offer. There While Purchaser and DSM believe that the consummation of the Offer will not violate any antitrust laws, there can be no assurance that a challenge to the Offer or the Merger on antitrust grounds will not be made or, if such a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, Purchaser may not be obligated to consummate the Offer or the Merger. See Section 13—"Conditions of the result thereofOffer."

Antitrust Compliance. Under the HSR Act and the rules and regulations promulgated thereunder by the Federal Trade Commission ("FTC")thereunder, certain acquisition transactions may transactions, including Purchaser’s purchase of Shares pursuant to the Offer, cannot be consummated unless certain information has until, among other things, notifications have been furnished submitted to the Antitrust Division of the Department of Justice (the "Antitrust Division") and the FTC and certain the DOJ and specified waiting period requirements have been satisfied. The acquisition of the Shares by the Purchaser is subject Lilly and POINT expect to these requirements. Pursuant file their respective Premerger Notification and Report Forms pursuant to the HSR ActAct with the FTC and the DOJ on or prior to October 24, Numico filed 2023, which filing will initiate a 15-day waiting period. If the 15-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 P.M., Eastern Time, of the next day that is not a Saturday, Sunday or federal holiday. Alternatively, to provide the FTC or DOJ with additional time to review the proposed transactions, the parties may withdraw and refile its HSR Notification Forms, following a procedure established pursuant to 16 CFR 803.12(c), starting a new 15-day waiting period. If within the 15-day waiting period, the FTC or the DOJ issue a Request for Additional Information and Report Form Documentary Materials (a “Second Request”), the waiting period with respect to the Offer would be extended to 11:59 P.M., Eastern Time, on the 10th day after certification of substantial compliance with such Second Request by Xxxxx (however, the parties could agree with the FTC or DOJ not to consummate the acquisition for some period of Shares pursuant time after the waiting period expires). As a practical matter, if a Second Request were issued, it could take a significant period of time to achieve substantial compliance with such Second Request, which could delay the Offer. The FTC and the DOJ frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger with the Antitrust Division and Merger. At any time, the FTC on May 2or the DOJ could take any action under the antitrust laws that it considers necessary, 2000. Under the provisions of the HSR Act applicable including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, such purchases may not be made until (ii) to enjoin the expiration Merger, (iii) divestiture of a 15-calendar day waiting period following the filing made by Numico. Accordingly, the waiting period under the HSR Act will expire at 11:59 p.m., New York City time, on May 17, 2000, unless early termination substantial assets of the waiting period is grantedparties, or Numico and/or (iv) to require the Company receives a request for additional information parties to license, or documentary material prior thereto. If either hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the FTC or the Antitrust Division were to make such a request(s) for additional information or documentary material, the waiting period would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date freedom of substantial compliance with such request(s), unless the waiting period is sooner terminated by the FTC or the Antitrust Division. Thereafter, the waiting period could be extended only by agreement or by court order. Only one extension of such waiting period pursuant to a request for additional information is authorized by the rules promulgated under the HSR Act, except by agreement or by court order. Any such extension action of the waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable lawparties. See Section 4. The Antitrust Division and the FTC frequently scrutinize the legality Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws of transactions such as the Purchaser's proposed acquisition of the Companyunder certain circumstances. At any time before or after the Purchaser's acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the Merger, notwithstanding the termination or seeking the divestiture of Shares acquired by the Purchaser, or the divestiture of substantial assets expiration of the Company applicable waiting period under the HSR Act, any state or its subsidiaries, or of Numico or its subsidiaries. Private parties private party may also may bring legal action under the antitrust laws under certain circumstancesseeking similar relief or seeking conditions to the completion of the Offer. There See Section 15 — “Conditions of the Offer.” Neither Lilly nor POINT can be no assurance certain that a challenge to the Offer or the Merger on antitrust grounds will not be made made, or, if such a challenge is made, what the result will be. See Section 15 — “Conditions of the Offer.” NRC Consent POINT holds a license from the NRC that allows POINT to use and possess the radioactive materials that are essential to its radioligand drugs. The NRC’s written consent is required for an indirect transfer of control of an NRC license, as will result thereoffrom the Transactions. Obtaining the NRC Consent is a closing condition set forth in the Merger Agreement that is subject to satisfaction or waiver in accordance with the terms of the Merger Agreement. State Takeover Laws POINT elected in its amended and restated certificate of incorporation (the “POINT Charter”) not to be subject to Section 203 of the DGCL (“Section 203”). In general, Section 203 of the DGCL prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.”

Antitrust Compliance. Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission ("FTC"), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the "Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The acquisition of the Shares by the Purchaser is subject to these requirements. Pursuant to the HSR Act, Numico filed a Notification and Report Form with respect to the acquisition of Shares pursuant to the Offer and the Merger with the Antitrust Division and the FTC on May 2, 2000. Under the provisions of the HSR Act applicable to the Offer, the purchase of Shares pursuant to under the Offer, such purchases Offer may not be made until consummated following the expiration or earlier termination of a 15-calendar calendar-day waiting period following the filing made by Numico. Accordingly, Carso of a Notification and Report Form with respect to the waiting period under the HSR Act will expire at 11:59 p.m., New York City time, on May 17, 2000Offer, unless early termination of the waiting period is granted, or Numico and/or the Company receives Carsx xxxeives a request for additional information or documentary material prior thereto. If either the FTC or from the Antitrust Division were of the U.S. Department of Justice (the "ANTITRUST DIVISION") or the U.S. Federal Trade Commission (the "FTC"). Carso expects to make such a request(s) for its filing with the Antitrust Division and the FTC on or about February 1, 2000, and the waiting period is expected to terminate within 15 calendar days thereafter. If, within the initial 15-day waiting period, either the Antitrust Division or the FTC requests additional information or documentary materialmaterial from Carso, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by Carso with such request(s), unless the waiting period is sooner terminated by the FTC or the Antitrust Division. Thereafter, the waiting period could be extended only by agreement or by court orderrequest. Only one extension of such the waiting period pursuant to a request for additional information is authorized by the rules promulgated under HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of Carsx. Xx the acquisition of Shares is delayed pursuant to a request by the FTC or the Antitrust Division for additional information or documentary material pursuant to the HSR Act, except by agreement or by court orderthe Offer may, at the sole discretion of Carso, be extended and, in any event, the purchase of and any payment for Shares will be deferred until the Expiration Date. Any such Unless the Offer is extended, any extension of the waiting period will may not give rise to any additional withdrawal rights not otherwise provided for by applicable lawrights. See Section 4. The In practice, complying with a request for additional information or documentary material can take a significant amount of time. In addition, if the Antitrust Division or the FTC raises substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay consummation of the transaction while such negotiations continue. The FTC and the FTC Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions such as the Purchaser's proposed acquisition of the Company. At any time before or after the Purchaser's acquisition purchase of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the Merger, Merger or seeking the divestiture of Shares acquired by the Purchaser, Purchaser or the divestiture of substantial assets of Carso or its Subsidiaries, or of the Company or its subsidiaries, or of Numico or its subsidiariesSubsidiaries. Private parties may also may bring legal action under the antitrust laws under certain circumstances. There If any such action by the FTC, the Antitrust Division or any other person should be threatened or commenced, Carsx xxxieves that consummation of the Offer would not violate any antitrust laws; there can be no assurance assurance, however, that a challenge to the Offer or the Merger on antitrust grounds will not be made or, if such a challenge is made, what the result will be. State Take-over Laws. A number of states (including Delaware where the Company is incorporated) have adopted takeover laws and regulations which purport, to varying degrees, to be applicable to attempts to acquire securities of corporations which are incorporated in such states or which have substantial assets, stockholders, principal executive offices or principal places of business therein. To the extent that certain provisions of certain of these state takeover statutes purport to apply to the Offer or the Merger, Purchaser believes that such laws conflict with federal law and constitute an unconstitutional burden on interstate commerce. Section 203 of the result thereof.DGCL prevents certain "business combinations" with an "interested stockholder" (generally, any person who owns or has the right to acquire 15 percent or more of a corporation's outstanding voting stock) for a period of three years following the time such person became an interested stockholder, unless, among other things, prior to the time the interested stockholder became such, the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became such. The Board of Directors of the Company has irrevocably taken all necessary steps to

Antitrust Compliance. Under the HSR Act Act, and the related rules promulgated thereunder and regulations that have been issued by the U.S. Federal Trade Commission ("the “FTC"”), certain acquisition transactions having a value above specified thresholds may not be consummated unless certain until specified information has and documentary material 71 TABLE OF CONTENTS (“Premerger Notification and Report Forms”) have been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice (the "“Antitrust Division"”) and the FTC and certain waiting period requirements have been satisfied. The acquisition requirements of the Shares by the Purchaser is subject to these requirements. Pursuant to the HSR Act, Numico filed a Notification and Report Form with respect Act apply to the acquisition of Shares pursuant to in the Offer and the Merger with the Antitrust Division and the FTC on May 2, 2000Merger. Under the provisions of the HSR Act applicable to and the rules and regulations promulgated thereunder, the purchase of Shares pursuant to in the Offer, such purchases may Offer cannot be made completed until the expiration of a 15-15 calendar day waiting period following the filing made by Numico. AccordinglyCelgene, as the parent entity of Purchaser, of a Premerger Notification and Report Form concerning the Offer (and the Merger) with the FTC and the Antitrust Division, unless the waiting period under is earlier terminated by the HSR Act FTC and the Antitrust Division. Each of Celgene and Xxxx filed the Premerger Notification and Report Forms with the FTC and the Antitrust Division in connection with the purchase of the Shares in the Offer and the Merger on February 2, 2018. The required waiting period with respect to the Offer and the Merger will expire at 11:59 p.m., New York City Eastern time, on May 17the 15th calendar day following the date such filing occurred unless (i) the 15th calendar day following the date such filing occurred on a Saturday, 2000Sunday or legal holiday, unless early termination of in which case the waiting period is grantedwith respect to the Offer and the Merger will expire at 11:59 p.m., Eastern time the following business day; (ii) Celgene withdraws and resubmits its Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division under the applicable FTC regulations allowing for a second 15 calendar day waiting period; (iii) the FTC or Numico and/or the Company receives Antitrust Division issues a request for additional information or and documentary material (a “Second Request”) prior theretoto that time or (iv) the FTC and the Antitrust Division earlier terminate such waiting period before its expiration. If either the FTC or the Antitrust Division were to make such issue a request(s) for additional information or documentary materialSecond Request within the prescribed time period, the waiting period with respect to the Offer and the Merger would expire at 11:59 p.m., New York City time, on the tenth be extended until 10 calendar day after days following the date of substantial compliance by Celgene with such request(s)that request, unless the waiting period is sooner terminated by the FTC or the Antitrust DivisionDivision terminated the additional waiting period before its expiration. ThereafterAfter the expiration of the 10 calendar day waiting period, the waiting period closing of the transaction could be extended stayed only by agreement be a court or by court administrative order. Only one extension Celgene also may agree with the FTC or the Antitrust Division that it will not close the transaction for a certain amount of such time in order to allow the completion of its antitrust review. Complying with a Second Request can take a significant period of time. Although Xxxx is required to file certain information and documentary materials with the FTC and the Antitrust Division in connection with the Offer, neither Xxxx’s failure to make those filings nor a Second Request or Civil Investigative Demand issued to Juno from the FTC or the Antitrust Division will extend the waiting period pursuant periods with respect to a request for the purchase of Shares in the Offer and the Merger. The Merger will not require an additional information is authorized by the rules promulgated filing under the HSR Act, except by agreement or by court order. Any such extension Act if Celgene owns at least 50% of the outstanding Shares at the time of the Merger or if the Merger occurs within one year after the HSR Act waiting period will not give rise applicable to any withdrawal rights not otherwise provided for by applicable law. See Section 4the Offer expires or is terminated. The FTC and the Antitrust Division and the FTC frequently scrutinize will consider the legality under the antitrust laws of transactions such as the Purchaser's ’s proposed acquisition of the CompanyJuno. At any time before or after the Purchaser's acquisition ’s acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC could take such action under believes that the Offer would violate the U.S. federal antitrust laws as it deems necessary or desirable by substantially lessening competition in any line of commerce affecting U.S. consumers, the public interestFTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, including seeking to enjoin the purchase if Shares have already been acquired, requiring disposition of Shares pursuant to the Offer or the consummation of the Merger, or seeking the divestiture of Shares acquired by the Purchasersuch Shares, or the divestiture of substantial assets of the Company or its subsidiariesCelgene, Purchaser, Juno, or any of Numico their respective subsidiaries or its subsidiariesaffiliates. Private parties U.S. state attorneys general and private persons may also may bring legal action under the antitrust laws under certain circumstancesseeking similar relief or seeking conditions to the completion of the Offer. There Although Celgene, Purchaser and Xxxx believe that the consummation of the Offer will not violate any antitrust laws, there can be no assurance that a challenge to the Offer or the Merger on antitrust grounds will not be made or, if such a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, Purchaser may not be obligated to consummate the Offer or the Merger. See “The Tender Offer—Section 11. Conditions of the result thereofOffer.”