Common use of Conditions to the Obligations of Purchaser and Pfizer Clause in Contracts

Conditions to the Obligations of Purchaser and Pfizer. The --------------------------------------------------------- respective obligations of each of the parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions precedent: (a) There shall not (i) be in effect in the United States of America, Japan, the European Union or any Key European Country any Law or Governmental Order that makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement, or which would result in a Material Adverse Effect, or (ii) have been commenced, and shall be continuing, or threatened in writing any action or proceeding by any Governmental Authority of the United States of America, Japan, the European Union or any Key European Country that seeks to prevent or enjoin in any respect the transactions contemplated by this Agreement, or which would result in a Material Adverse Effect; (b) The waiting period required under the HSR Act, including any extensions thereof, shall have expired and any investigations relating to the sale hereunder that may have been opened by either the Department of Justice or the Federal Trade Commission by means of a request for additional information or otherwise shall have terminated, and, subject to Section 7.3(e), no other waiting period (including any extensions thereof) under Competition Laws or investigation by a Governmental Authority of Japan or the European Union or, if applicable, any Key European Country relating to the transactions contemplated hereby shall be unexpired or pending which, in the reasonable opinion of counsel, is likely to result in an action or proceeding seeking to enjoin the entire transaction contemplated herein; and (c) Subject to Section 7.3(e), any approvals or actions of any Governmental Authority having jurisdiction necessary lawfully to consummate the transactions contemplated hereby shall have been given or taken.

Conditions to the Obligations of Purchaser and Pfizer. The --------------------------------------------------------- respective obligations of each of the parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions precedent: : (a) There shall not (i) be in effect in the United States of America, JapanCanada, the European Union or any Key European Country Mexico any Law or Governmental Order that makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement, or which would result in a Material Adverse Effect, or (ii) have been commenced, and shall be continuing, or threatened in writing any action or proceeding by any Governmental Authority of the United States of America, Japan, the European Union Canada or any Key European Country Mexico that seeks to prevent or enjoin in any respect the transactions contemplated by this Agreement, or which would result in a Material Adverse Effect; ; (b) The waiting period required under the HSR Act, including any extensions thereof, shall have expired and any investigations relating to the sale hereunder that may have been opened by either the Department of Justice or the Federal Trade Commission by means of a request for additional information or otherwise shall have terminated, and, subject to Section 7.3(e), no other waiting period (including any extensions thereof) under Competition Laws or investigation by a Governmental Authority of Japan Canada or the European Union or, if applicable, any Key European Country Mexico relating to the transactions contemplated hereby shall be unexpired or pending which, in the reasonable opinion of counsel, is likely to result in an action or proceeding seeking to enjoin the entire transaction contemplated herein; and Back to Contents (c) Subject to Section 7.3(e), any approvals or actions of any Governmental Authority having jurisdiction necessary lawfully to consummate the transactions contemplated hereby shall have been given or taken, inlcuding, without limitation, clearance from the Governmental Antitrust Entity in Mexico.

Conditions to the Obligations of Purchaser and Pfizer. The --------------------------------------------------------- respective obligations of each of the parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions precedent: : (a) There Subject to Section 7.3(e), there shall not (i) be in effect in the United States of Americaany statute, Japanregulation, the European Union order, decree or any Key European Country any Law or Governmental Order that judgment which makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement, or which would result in a Material Adverse Effect, or (ii) have been commenced, and shall be continuing, or threatened in writing any action or proceeding by any Governmental Authority of the United States of America, Japan, the European Union or any Key European Country that which seeks to prevent or enjoin in any respect the transactions contemplated by this Agreement, or which would result in a Material Adverse Effect; ; (b) The waiting period required under the HSR Act, including any extensions thereof, shall have expired and any investigations relating to the sale hereunder that may have been opened by either the Department of Justice or the Federal Trade Commission by means of a request for additional information or otherwise shall have terminated, and, subject to Section 7.3(e), and no other waiting period (including any extensions thereof) under Competition Laws solely of Switzerland or investigation by a Governmental Authority solely of Japan or the European Union or, if applicable, any Key European Country Switzerland relating to the transactions contemplated hereby shall be unexpired or pending which, in the reasonable opinion of counsel, is likely to result in an action or proceeding seeking to enjoin the entire transaction contemplated herein; and and (c) Subject to Section 7.3(e), any approvals or actions of any Governmental Authority having jurisdiction necessary lawfully to consummate the transactions contemplated hereby shall have been given or taken.

Conditions to the Obligations of Purchaser and Pfizer. The --------------------------------------------------------- respective obligations of each of the parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions precedent: : (a) There there shall not (i) be in effect in the United States of Americaany statute, Japanregulation, the European Union order, decree or any Key European Country any Law or Governmental Order that judgment which makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement, or which would result in a Material Adverse Effect, or (ii) have been commenced, and shall be continuingcontinuing or threatened, or threatened in writing any action or proceeding by any Governmental Authority of the United States of America, Japan, the European Union or any Key European Country that which seeks to prevent or enjoin in any respect the transactions contemplated by this Agreement, or which would result in a Material Adverse Effect; ; (b) The the waiting period required under the HSR Act, including any extensions thereof, shall have expired and any investigations relating to the sale hereunder that may have been opened by either the Department of Justice or the Federal Trade Commission of the United States of America by means of a request for additional information or otherwise shall have terminated, and, subject to Section 7.3(e), and no other waiting period (including any extensions thereof) under Competition Laws or investigation by a Governmental Authority of Japan or the European Union or, if applicable, any Key European Country relating to the transactions contemplated hereby shall be unexpired or pending which, in the reasonable opinion of counsel, is likely to result in an action or proceeding seeking to enjoin the entire transaction transactions contemplated herein; and and (c) Subject subject to Section 7.3(e), any approvals or actions of any Governmental Authority having jurisdiction necessary lawfully to consummate the transactions contemplated hereby shall have been given or taken.