Antitrust Matters Sample Clauses
The Antitrust Matters clause is designed to ensure that the parties comply with all applicable antitrust and competition laws during the course of their agreement. It typically requires each party to avoid engaging in conduct that could be considered anti-competitive, such as price-fixing, market allocation, or collusion, and may obligate the parties to cooperate with any regulatory reviews or filings required by competition authorities. This clause serves to protect both parties from legal risks associated with antitrust violations and helps ensure that the agreement does not inadvertently result in unlawful restraints on trade.
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Antitrust Matters. (i) Subject to the terms of this Section 7.5, each of the Company and Parent shall use their respective reasonable best efforts to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by such party under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Entity giving effect thereto) if such action is necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened issuance or enactment of any order, decree, decision, determination, or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Governmental Entity.
(ii) In addition to the foregoing, Parent shall be required to take all such other lawful actions necessary as promptly as reasonably possible (taking into account reasonable discussions and negotiations) to obtain from any Governmental Entity all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained under Antitrust Laws or to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, or investigation relating to any Antitrust Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer and agreement by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental...
Antitrust Matters. All applicable waiting periods (and any extensions thereof) under the HSR Act and any applicable foreign antitrust laws and regulations shall have expired or otherwise been terminated;
Antitrust Matters. KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include:
(a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.
(b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters.
(c) Each party agrees, on behalf of itself and the members of it...
Antitrust Matters. Each of Seller and Buyer shall as promptly as practicable, but in no event later than five (5) Business Days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated by this Agreement and the Other Transaction Documents. Each of Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply with any such inquiry or request as promptly as practicable. Each of Seller and Buyer shall use its reasonable best efforts to obtain any clearance required by, and cause the expiration or termination of any applicable waiting period under, the HSR Act for the purchase and sale of the Interest as soon as practicable. Neither Seller nor Buyer will extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement and the Other Transaction Documents, except with the prior written consent of the other party hereto. Notwithstanding anything to the contrary herein, and without limitation of the foregoing, if any objections are asserted under the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, or any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or any of the Other Transaction Documents as violative of the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, each of Seller and Buyer shall cooperate in all respects with each other and Buyer shall take reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything here...
Antitrust Matters. As of the Closing, all of the following conditions relating to the HSR Act will be true and correct:
(a) The Company will be its own ultimate parent entity (as such term is defined in 16 C.F.R. § 801.1(a)(3) and is interpreted by the Premerger Notification Office of the United States Federal Trade Commission (“PNO”)) and will not be controlled (as such term is defined in 16 C.F.R. § 801.1(b) and is interpreted by the PNO) by any other person or entity (as such terms are defined in 16 C.F.R. § 801.1(a) and are interpreted by the PNO).
(b) The annual net sales (as such term is defined in 16 C.F.R. § 801.11 and is interpreted by the PNO) of the Company will be below $222.7 million.
(c) The total assets (as such term is defined in 16 C.F.R. § 801.11 and is interpreted by the PNO) of the Company will be below $22.3 million.
(d) The Company will not be engaged in manufacturing (as such term is defined in 16 C.F.R. § 801.1(j) and is interpreted by the PNO).
Antitrust Matters. (a) During the Standstill Period, the Famatown Parties shall not, and shall cause the Observer, the New Director and any Affiliates of Famatown not to, and the Observer and the New Director shall not, serve, or nominate any person to serve, on the board of directors or similar governing body of, or otherwise participate, directly or indirectly, in any manner in the management of, any Competitor.
(b) During the Standstill Period, Famatown shall, and shall cause its Affiliates to, (i) ensure that its counsel engages with the Company’s counsel in advance on an outside counsel only basis as regards plans on Famatown and/or its Affiliates’ part to acquire ownership of Voting Securities of any Competitor (provided, however, that Famatown is not required to cause its counsel to disclose any such acquisition on an outside counsel only or on any other basis to the Company’s counsel that would result in Famatown and its Affiliates holding less than 5% of the outstanding Voting Securities of the Competitor); (ii) use reasonable best efforts, working with the Company and its counsel, to ensure any such acquisition complies with applicable antitrust and competition laws; (iii) provide to the Company an updated Ownership Schedule (which will not include the Designated Entities) within five business days following the closing of any transaction (or the latest closing in the case of a series of related transactions) that results in any change to the information contained in the latest Ownership Schedule provided to the Company; and (iv) not disclose any confidential information of the Company to any Competitor.
(c) The definition of “Competitor” shall not include the following persons for purposes of this Section 6 (other than Section 6(b)(iv)): SeaMex, SFL Corporation Ltd., NT Rig Holdco (formerly Oro Negro), Northern Drilling Ltd. (NODL:NO), Northern Ocean Ltd. (NOL:NO), and any controlled Affiliates of the foregoing, and their respective successors and assigns (collectively, the “Designated Entities”) but only as long as such person does not, directly or indirectly, engage in the business of providing offshore contract drilling services in the United States. Famatown shall promptly advise the Company if any of the Designated Entities at any time commences to engage in such business.
Antitrust Matters. All applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated;
Antitrust Matters. (i) Subject to the terms and conditions set forth in this Agreement, the Seller Parent, on the one hand, and the Buyer Parent, on the other hand, agree to take or cause to be taken the following actions in connection with the First Closing or the Second Closing (as the case may be and where applicable):
(A) as soon as practicable, to file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) the initial pre-merger notifications with respect to the Transactions required under the HSR Act for the Seller Parent and the Buyer Parent (the “HSR Filings”);
(B) as soon as reasonably practicable following the date of this Agreement, to file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required in respect of the Transactions under or in connection with any other Antitrust Law, including in the Applicable Jurisdictions;
(C) to promptly provide, and cause each of its controlled Subsidiaries to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the First Closing Transactions; and
(D) use reasonable best efforts to take, and to cause each of its controlled Subsidiaries to take, any and all actions necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any Antitrust Law and enable all waiting periods under any Antitrust Law to expire, including taking all such actions and doing all such things necessary to (1) resolve any objections, if any, as the FTC, the Antitrust Division, or any other Governmental Antitrust Entity may assert under any applicable Antitrust Law with respect to the Transactions, and (2) avoid or eliminate each and every impediment under any applicable Antitrust Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Antitrust Entity or Persons with respect to the Transactions so as to enable the Transactions to be consummated as soon as possible after the date hereof (subject to the terms and conditions hereof), including: (a) proposing, negotiating, committing to, and/or effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture...
Antitrust Matters. Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 6.5, each of the Company and Parent agree to promptly provide to each and every federal, state or foreign Governmental Entity with jurisdiction over enforcement of under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign or supranational Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition (collectively, “Antitrust Laws”) non-privileged information and documents that are necessary, proper and advisable to permit consummation of the transactions contemplated by this Agreement.
Antitrust Matters. Under the HSR Act, and the rules and regulations promulgated thereunder, certain transactions may not be consummated until certain information and documentary materials have been furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable HSR Act waiting period has expired or been terminated. The requirements of the HSR Act apply to the acquisition of Shares in the Offer. Under the HSR Act, the purchase of shares in a cash tender offer may not be completed until the expiration of a fifteen (15)-day waiting period following the filing by the acquiring person of a Premerger Notification and Report Form with the DOJ and the FTC, but this period may be (a) shortened if the reviewing agency grants “early termination” of the waiting period (provided, however, that the FTC announced on February 4, 2021 that the FTC and DOJ will not grant early termination during the transition to the new ▇▇▇▇▇ Administration while the FTC is reviewing the processes and procedures used to grant early termination, stating that the FTC anticipated that the suspension will be temporary and brief, but that suspension continues), (b) restarted if the acquiring person voluntarily withdraws and refiles to allow an additional fifteen (15)-day waiting period, or (c) continued if the reviewing agency issues a request for additional information and documentary material (a “Second Request”). The parties agreed in the Merger Agreement to file such Premerger Notification and Report Forms under the HSR Act with the DOJ and the FTC in connection with the purchase of the Shares in the Offer promptly, and no later than ten (10) business days from the date of the Merger Agreement unless otherwise agreed to in writing between the parties. If a Second Request is issued, the waiting period with respect to the Offer would be continued until ten (10) days following the date of Amgen’s compliance with that request, unless earlier terminated. Thereafter, the reviewing agency may take action to preliminarily or permanently enjoin the Table of Contents transaction or the parties may agree not to consummate the transaction for some period of time. If either the fifteen (15)-day initial waiting period or the ten (10)-day post-substantial compliance waiting period expires on a Saturday, Sunday or federal holiday, then the period is extended until 11:59 p.m. Eastern Time on the next day that is not a Saturday, Sunday or federal holida...