HART-SCOTT-RODINO ACT Sample Clauses

HART-SCOTT-RODINO ACT. The Coxxxxx xxx xxx Xxxer will each file the Notification and Report Forms and related material that they are required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, will use their reasonable efforts to obtain an early termination of the applicable waiting period, and will make any further filings pursuant thereto that may be necessary, proper, or advisable, provided, however, that the reasonable efforts of Buyer shall not include (a) proffering Buyer's willingness to accept an order providing for the divestiture of such of the properties, assets, operations, or business of the Company (or, in lieu thereof, such properties, assets, operations, or business of Buyer or any of Buyer's Affiliates) as are necessary to permit the consummation of the transactions contemplated by this Agreement, including an offer to hold separate such properties, assets, operations or businesses pending any such divestiture, (b) proffering Buyer's willingness to accept any other conditions, restrictions, limitations or agreements affecting the full rights of ownership of the Company's assets (or any portion thereof) as may be necessary to permit the consummation of the transactions contemplated by this Agreement, or (c) entering into or continuing any litigation relating to this Agreement or the transactions contemplated hereby and the reasonable efforts of the Company shall not include entering into or continuing any litigation relationship relating to this Agreement or the transactions contemplated hereby.

HART-SCOTT-RODINO ACT. (A) Each of the Parties will file (xxx xxx Xxxxxx xill cause each of its Subsidiaries to file) any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the DOJ or any other Governmental Entity under the Hart-Scott-Rodino Act, will use commercially reasonable bxxx xxxxxxx xx xbtain (and the Target will cause each of its Subsidiaries to use commercially reasonable efforts to obtain) an early termination of the applicable waiting period, and will make (and the Target will cause each of its Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable. (B) In connection with the foregoing Section 5(c)(ii)(A), the Buyer and the Target and each of their respective Subsidiaries shall use their commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the DOJ or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ or such other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, "Regulatory Law" means the Sherman Act, as amended, the Clayton Act, as amended, the Harx-Xxxxx-Rodino Act, the Fedexxx Xxade Commission Act, as xxxxxxx, xxx xxl other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of the competition.

HART-SCOTT-RODINO ACT. All applicable waiting periods (and any extenxxxxx xxxxxxx) xxder the Hart-Scott-Rodino Act shall have expired or otherwise been terminatex.

HART-SCOTT-RODINO ACT. All necessary pre-merger notification filings rxxxxxxx xxxxx xxx HSR Act will have been made with the Federal Trade Commission and the United States Department of Justice, and the prescribed waiting period(s) (and any extensions thereof) will have expired or been terminated.

HART-SCOTT-RODINO ACT. Each of the Parties will file (axx Xxxxx xxxx cause each of its Subsidiaries to file) any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act, will use its best efforts to obtain (and Dxxxx xxxl cause each of its Subsidiaries to use its best efforts to obtain) an early termination of the applicable waiting period, and will make (and Delta will cause each of its Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper or advisable.

HART-SCOTT-RODINO ACT. All applicaxxx xxxxxxx xxxiods under the Hart-Scott-Rodino Antitrust Improvexxxxx Xxx xx 0000 (the "H-S-R ACT") shall have expired or been terminated, and no action shall have been taken or formal protest made by the United States Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC") or any other person or entity to prohibit the transactions contemplated by this Agreement by reason of a claimed violation of any antitrust laws. Without limiting the foregoing, no obligation arising out of the H-S-R Act shall have been imposed on Symphony Rehab or Sellers to divest any material portion of its business by reason of the transactions contemplated by this Agreement. The parties shall have until June 20, 1997, to satisfy the foregoing condition, and if the foregoing condition shall not have been satisfied by such date, either party may elect to terminate this Agreement for failure to satisfy this condition in accordance with Article XI hereof; provided, however, that if, on or prior to June 20, 1997, the DOJ or the FTC shall have made a second request for additional information or if any other action shall have been taken or formal protest made by the DOJ, the FTC or any other person to prohibit the transactions contemplated by this Agreement (or to require the divestiture of any material portion of the business of Symphony Rehab or Sellers), in each case by reason of any antitrust law, with respect to the transactions contemplated hereby, the parties' respective rights to terminate as provided above shall not be exercisable until August 4, 1997.

HART-SCOTT-RODINO ACT. To the knowledge of the Company, based on xxx xxxxxxx, xxx purposes of the Hart-Scott-Rodino Act, the "acquired person" in which the Companx xx xxxxxxxx xxxs not have total assets or annual net sales of one hundred million United States Dollars (US $100,000,000) or more.

HART-SCOTT-RODINO ACT. All applicable waiting periods (and anx xxxxxxxxxx xxxxeof) under the Hart-Scott-Rodino Act shall have expired or otherwise been texxxxxxxx.

HART-SCOTT-RODINO ACT. The "acquiring person," as such term is defined xx xxx Xxxx-Xxxxt-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx xalued the Shares in good faith as required under the HSR Act and Rule 801.10 promulgated by the Federal Trade Commission under the HSR Act, and, based on such valuation, has determined that no filing under the HSR Act is required in connection with the Merger.

HART-SCOTT-RODINO ACT. With rxxxxct xx xxx xxansactions contemplated by this Agreement and for purposes of compliance with the requirements of the Hart Scott Rodino Act, the acquirex xxrxxx xx xxx xngaged in manufacturing and does not have $10 million or more in assets or $100 million or more in annual net sales as the foregoing terms are defined in the Hart-Scott-Rodino Act and the xxxxx xxxxxxxxxxd thereunder.