FTC Approval. All terms and conditions of this Agreement shall be subject to FTC approval and the substitution or addition of such modified or other terms and conditions as the FTC may require.
(a) Each party hereto agrees to accept such changes to this Agreement as shall be required by the FTC and to execute promptly an appropriate amendment to this Agreement and to modify this Agreement to reflect such required changes (such amendment and such modification, together, an “Amendment”), unless (A) such changes would have, in the aggregate, an ACBR Material Adverse Effect, in which case the parties hereto shall not be required to execute an Amendment, or (B) if the FTC requests or requires any change to this Agreement that would adversely affect the economics of the transactions contemplated by this Agreement, in which case the party whose economics would be adversely affected (the “Affected Party”) may elect not to execute an Amendment, and, in the case of each of clauses (A) and (B), the parties hereto shall take the actions set forth in clause (b) below.
(b) If (x) the FTC requires any changes that would have, in the aggregate, an ACBR Material Adverse Effect or (y) if the Affected Party elects not to execute an Amendment pursuant to the preceding clause (b), then the parties hereto shall, in good faith, use their respective best efforts to reach prompt (but in any event within seven days after receiving the FTC’s request to make the required changes) mutual agreement with respect to such changes, including, without limitation, to adjust the Purchase Price to offset the adverse economics to the extent that the Affected Party recognizes an equivalent benefit through such change. If the parties hereto, after complying with the preceding sentence, are unable to reach mutual agreement with respect to such changes within such seven day period, then (A) in the case of the preceding clause (x), either party may elect to terminate this Agreement pursuant to Section 8.1(a)(ii), and (B) in the case of the preceding clause (y), the parties shall submit the matters that the parties have been unable to resolve with respect to such changes to an independent nationally recognized investment banking firm, independent nationally recognized accounting firm or other independent arbitrator (“Arbitrator”) mutually agreed upon by Seller and Buyer for final and binding resolution of such dispute in accordance with procedures mutually agreed upon by Seller and Buyer. If Buyer and Seller are u...
FTC Approval. FDC shall have obtained the FTC Approval.
FTC Approval. All terms and conditions of this Agreement shall be subject to FTC approval.
(a) Each party hereto agrees to accept such changes to this Agreement as shall be required by the FTC and execute promptly an appropriate amendment to this Agreement; provided, however, if the FTC requires any change to this Agreement that would adversely affect the economics of the transactions contemplated by this Agreement or materially and adversely affect the other rights or obligations of a party under the terms of this Agreement, in the reasonable opinion of the party that would be adversely affected, the party that would be adversely affected (the “Affected Party”) may elect not to execute an appropriate amendment to this Agreement reflecting such changes (the “Amendment”), and, in such case, the parties hereto shall take the actions set forth in Section 6.25(b) below.
(b) If the Affected Party elects not to execute an Amendment pursuant to Section 6.25(a), then the parties hereto shall, in good faith, use their respective commercially reasonable efforts to reach prompt (but in any event within seven (7) days after receiving the FTC’s request to make the required changes) mutual agreement with respect to such changes, including, without limitation, to adjust the Purchase Price to offset the adverse economics to the extent the Affected Party recognizes an equivalent benefit through such change. If the parties hereto, after complying with the preceding sentence, are unable to reach mutual agreement with respect to such changes within such seven-day period, then either party may elect to terminate this Agreement.
FTC Approval. The FTC shall have approved the FTC Documents and this Agreement (and, if approval thereof is required by the FTC, the Ancillary Documents and any amendments, modifications and waivers hereof and thereof), the transactions contemplated hereby and Buyer.
FTC Approval. The FTC shall have approved the Sale to Purchaser of the shares of Stock set forth on Schedule I hereto pursuant to the terms of this Agreement, which approval shall not impose any term, condition or qualification on Purchaser (a) other than the right of the FTC to approve any subsequent sale of the Company until February 4, 2007 or (b) to which Purchaser has not consented in writing.
FTC Approval. As promptly as practicable after the execution and delivery of this Agreement and the other Transaction Documents, Seller and Buyer shall each file or cause to be filed a notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), xith the Federal Trade Commission and the Department of Justice. The purchase of the Existing Continuing Initials Inventory, the payment of the Purchase Price and the consummation of the transactions contemplated hereby, except those transactions set forth in Article II and the provisions of this Section 9.2 and Articles XI and XII, are expressly and absolutely subject, in each case, to the expiration or termination of all applicable waiting periods under the HSR Act, without any party hereto (or, if different, any "person" in which such party is included for purposes of the HSR Act) having been formally or informally advised by the Federal Trade Commission or the Department of Justice that either of them will or may seek to enjoin the consummation of, or otherwise will or may challenge, the transactions contemplated by this Agreement or the other Transaction Documents and without either Seller or Buyer (or their respective "persons") being obligated to divest itself of any assets or reorganize its existing corporate structures ("FTC Approval"). Each of Seller and Buyer shall use its best efforts to prosecute all such applications, as soon as possible after the filing thereof, and will cooperate with the other and take all steps reasonably necessary, proper or desirable to expedite the prosecution of such applications (provided that there is no obligation to agree to any divestiture or reorganization).
FTC Approval. This Agreement and the transactions contemplated ------------ hereby shall have been approved by the FTC as required by Section III(B) of the order contained in the FTC Agreement;
FTC Approval. FOCI and Selling Shareholders warrant and represent that FOCI's revenues and market share ratio do not reach or exceed the amount on percentage provided in the Fair Trade law as required to obtain the combination approval from the Fair Trade Commission (the "FTC Approval") of the Republic of China in order to complete the transactions contemplated in this Agreement.
FTC Approval. OIC and Selling Shareholders warrant and represent that OIC's revenues and market share ratio do not reach or exceed the amount on percentage provided in the Fair Trade law as required to obtain the combination approval from the Fair Trade Commission (the "FTC Approval") of the Republic of China in order to complete the transactions contemplated in this Agreement.
FTC Approval. Notwithstanding anything set forth in this Amendment, the effectiveness of this Amendment is subject to approval of the Federal Trade Commission pursuant to the procedures in 16 CFR § 2.41 governing modification of divestiture agreements, unless the Parties receive written confirmation from an authorized representative of the Federal Trade Commission’s Bureau of Competition, upon request of the Parties (which shall be made within two (2) Business Days of execution of this Amendment) pursuant to 16 CFR § 2.41(f)(5)(ii), that it has agreed to a waiver of such procedures.
