Antitrust Filing. If, in connection with the exercise of the rights of any Stockholder or the Company pursuant to, or the applicability of any terms of, the Certificate of Designations or this Agreement, a filing is required pursuant to any applicable Antitrust Laws, then the Company, on the one hand, and the applicable Stockholder, on the other hand, shall, at the request of the Stockholder, (a) as promptly as practicable, make, or cause or be made, all filings and submissions required under applicable Antitrust Laws, and (b) use their commercially reasonable efforts to obtain, or cause to be obtained, approval of the transaction associated with the filing or the termination or expiration of the applicable waiting period (“Antitrust Approval”); and notwithstanding anything to the contrary in the Certificate of Designations or this Agreement, the rights so exercised (or other action taken by the application of the terms thereof) shall be contingent upon, and subject to, the receipt of any required Antitrust Approval (as determined by the Stockholder) and such rights (or other action taken by the application of the terms thereof) shall be delayed until such Antitrust Approval is received; provided that (i) with respect to any such filing resulting from the exercise of a Stockholder’s rights under the Certificate of Designations or this Agreement, any filing or submission fees required under the applicable Antitrust Laws shall be paid by such Stockholder and (ii) with respect to any such filing resulting from the exercise of the Company’s rights under the Certificate of Designations or this Agreement (or other action taken by the application of the terms thereof), any filing or submission fees required under the applicable Antitrust Laws shall be paid by the Company.
Antitrust Filing. On an Option-by-Option basis, as promptly as practicable following Voyager’s delivery of an Option Data Package to Genzyme, but not later than the applicable Option Exercise Date with respect to such Option, Genzyme shall determine whether any filing or notification is necessary or advisable under any applicable Antitrust Law if Genzyme were to exercise the respective Option pursuant to this Agreement. Voyager shall provide Genzyme with any information (including financial information) reasonably requested by Genzyme for purposes of determining whether a filing or notification under any applicable Antitrust Law is necessary or advisable.
3.5.1. If Genzyme determines that a filing or notification under any applicable Antitrust Law is necessary or advisable, then Genzyme shall indicate the same in the respective Option Exercise Notice for such Option and each of Genzyme and Voyager shall make or cause to be made such notifications and filings as promptly as practicable (but in any event within [***]). Each Party shall be responsible for its own costs and expenses associated with such notifications and filings, and Genzyme shall pay any applicable premerger filing fee under the HSR Act. Each Party shall use its commercially reasonable efforts to obtain the expiration or termination of the applicable waiting period under the HSR Act, and to obtain the termination or expiration of any other applicable waiting periods or any necessary approvals or consents under any other applicable Antitrust Law, at the earliest possible date after the date of filing. Immediately following the later of the expiration or termination of the last such waiting period, or receipt of any necessary approvals or consents under any other applicable Antitrust Law, Genzyme shall send Voyager written notice that all waiting periods under any applicable Antitrust Law have expired or been terminated and any necessary approvals or consents under any applicable Antitrust Law have been obtained. The effectiveness of the Option Exercise Date for the corresponding Collaboration Program shall be deemed to be delayed until the date on which the last waiting period under any applicable Antitrust CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SEC...
Antitrust Filing. 13.6.1. Each Party agrees to prepare and make or cause to be prepared and made appropriate filings under the HSR Act and any other antitrust requirements relating to this Agreement and the transactions contemplated under this Agreement within 10 Business Days after the Execution Date. Each of the Parties agrees to cooperate in the antitrust clearance process, including by furnishing to the other Party such necessary information and reasonable assistance as the other Party may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and other antitrust requirements, and to furnish promptly with the United States Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”) and any other antitrust authority, any information reasonably requested by them in connection with such filings. Each Party shall furnish copies (subject to reasonable redactions for privilege or confidentiality concerns) of, and shall otherwise keep the other Party apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, DOJ and any other antitrust authority, and shall comply promptly with any such inquiry or request. Each Party shall give the other Party the opportunity to review in advance, and shall consider in good faith the other Party’s reasonable comments in connection with any proposed filing or communication with the FTC, DOJ or any other antitrust authority. Each Party shall consult with the other Party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, the DOJ or any other antitrust authority with respect to any filings, investigation or inquiry and, to the extent permitted by such antitrust authority, give the other Party to the opportunity to attend and participate thereat. Neither Party shall withdraw its filing under the HSR Act or agree to delay the Effective Date without the prior written consent of the other Party. The Parties’ rights and obligations hereunder apply only in so far as they relate to the Agreement and to the transactions contemplated under the Agreement.
13.6.2. Each Party shall use Commercially Reasonable Efforts to obtain the expiration or early termination of the HSR Act and any other clearance required under other antitrust requirements relating to the Agreement and the transactions contemplated under the Agreement. Commercially Reas...
Antitrust Filing. In connection with the transactions contemplated by this Agreement, PCI (and, to the extent required, its affiliates) shall promptly file or cause to be filed any reports, documents, filings or other data required to be filed by PCI pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") and the rules and regulations promulgated thereunder, and shall use its best efforts to respond as promptly as practicable to all inquiries received for additional information or documentation.
Antitrust Filing. In connection with the transactions contemplated by this Agreement, Nextel shall promptly file or cause to be filed any reports, documents, filings or other data required to be filed by Nextel pursuant to the HSR Act and the rules and regulations promulgated thereunder, and shall use its commercially reasonable efforts to respond as promptly as practicable to all inquiries received for additional information or documentation.
Antitrust Filing. 15.1. The PURCHASER agrees to make appropriate filings pursuant to applicable antitrust Laws to obtain XXXX’x approval of the Transaction contemplated by this Agreement within 15 (fifteen) Business Days following the execution of this Agreement. PURCHASER and SELLER agree to respond, as promptly as practicable, to any inquiries received from the notified authorities and to supply any additional information and documentary material that may be requested by such notified authorities.
15.2. SELLER shall cooperate in obtaining any information required for the XXXX filing and to supply any information requested by any of the antitrust authorities.
15.3. PURCHASER agrees to bear all risks arising from the XXXX’x decision in relation to the Transaction contemplated in this Agreement. In case XXXX does not approve the Transaction, PURCHASER shall be entitled to (i) dispute the decision in good faith through appropriate administrative or legal proceedings, bearing all the costs arising therefrom, or (ii) divesting all of the Quotas; and the PURCHASER shall hold SELLER harmless and indemnified from any and all damages, claims and/or losses arising out of any such decision taken by the PURCHASER hereunder. In case XXXX requires the divestiture of all or any portion of the Business Assets, PURCHASER shall be restricted from selling the Business Assets or any portion thereof to a Competitor of SELLER without having first offered the Business Assets to SELLER under the same terms and conditions of a third party bona fide offer.
15.4. Notwithstanding the above, PURCHASER agrees that neither SELLER or any Affiliate of the SELLER shall be required to buy back the Quotas, unwind the Transaction, return the entirety or a portion of the Purchase Price, suffer any other impact resulting from the XXXX’x decision or otherwise be adversely affected by any decision taken by the PURCHASER hereunder.1
15.5. PURCHASER shall bear all costs in connection with the XXXX filing.
Antitrust Filing. In connection with the transactions contemplated by this Agreement, Nextel shall promptly file or cause to be filed any reports, documents, filings or other data required to be filed by Nextel pursuant to the HSR Act and the rules and regulations promulgated thereunder, and shall use its best efforts to respond as promptly as practicable to all inquiries received for additional information or documentation.
Antitrust Filing. As soon as reasonably practicable, each of the Buyer and the Company shall file with the Israeli Restrictive Trade Practices Authority notification forms relating to the transactions contemplated herein as required by the RTPL. Each of Buyer and the Seller shall promptly: (i) supply the other and its counsel with any information which may be required in order to effectuate such filings; and (ii) supply any additional information which reasonably may be required by the Israeli Restrictive Trade Practices Authority or the competition or merger control authorities of any other jurisdiction which may be applicable. The Buyer and the Seller shall instruct their respective counsel (and in the case of Seller, counsel to the Company) to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any antitrust issues and shall use reasonable best efforts to assure that the respective waiting periods required by the RTPL have expired or been terminated at the earliest practicable dates.
Antitrust Filing. Each of BioNTech and Pfizer will, within [***] days after the Execution Date (or such later time as may be agreed to in writing by the Parties) make an appropriate filing under the HSR Act or any Foreign Antitrust Laws (the “Antitrust Filings”) if applicable in the reasonable opinion of either Party with respect to the transactions contemplated under this Agreement. The Parties will cooperate with one another to the extent necessary in the preparation of any such Antitrust Filings. BioNTech will not agree to any voluntary extension or delay of any statutory waiting period or withdraw any of its Antitrust Filings pursuant to the HSR Act or any Foreign Antitrust Laws unless Pfizer has given its prior written consent to such extension or delay. Each Party will be responsible for its own costs, expenses, and filing fees associated with any Antitrust Filing; provided, however, that Pfizer will be solely responsible for any fees (other than penalties that may be incurred as a result of actions or omissions on the part of BioNTech) required to be paid to any Governmental Authority in connection with submitting any such HSR Filing.
Antitrust Filing. In furtherance and not in limitation of the foregoing, as promptly as practicable following the date of this Agreement, the Parties shall make all filings (or if required by any Antitrust Authority, a draft of such filing) required under any Antitrust Law (the “Antitrust Filing”), to the extent the transaction contemplated under this Agreement and other Transaction Documents is required to complete such Antitrust Filing under Applicable Laws. In such case, the Company and the Investors shall: (i) cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filings required under any Antitrust Law; (ii) keep the other Party reasonably informed of any communication received by such Party from, or given by such Party to any Antitrust Authority, and of any communication received or given in connection with any proceeding by a private party regarding the transaction contemplated hereunder; and (iii) to the extent permitted by Applicable Law and consistent with such Party’s obligations under the Applicable Law, permit the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Antitrust Authority or in connection with any proceeding by a private party related to Antitrust Laws; provided, however, that the Investors shall be responsible for the final content of any substantive written or oral communication with any Antitrust Authority other than any Investor communication that is compelled by Applicable Law.
