HART-SCOTT-RODINO ACT Sample Clauses

HART-SCOTT-RODINO ACT. Each of the Parties will file (a▇▇ ▇▇▇▇▇ ▇▇▇▇ 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 D▇▇▇▇ ▇▇▇l 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 necessary pre-merger notification filings r▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ 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. To the knowledge of the Purchaser, based on du▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇rposes of the Hart-Scott-Rodino Act, the "acquiring person" in which the Purchaser ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ 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. Any applicable waiting periods under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ shall have expired.

HART-SCOTT-RODINO ACT. (A) Each of the Parties will file (▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇ill 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 b▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇btain (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 Har▇-▇▇▇▇▇-Rodino Act, the Fede▇▇▇ ▇▇ade Commission Act, as ▇▇▇▇▇▇▇, ▇▇▇ ▇▇l 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 applica▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇iods under the Hart-Scott-Rodino Antitrust Improve▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ (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. If required, the parties shall, as soon as pra▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇e date hereof, file Notification and Report forms under the Hart-Scott-Rodino Act with the Federal Trade Commission and the Antit▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ the Department of Justice with respect to the transactions contemplated herein, shall file requests for early termination and shall use reasonable efforts to respond as promptly as practicable to all inquiries received from the Federal Trade Commission or the Antitrust Division for additional information or documentation. Each party shall furnish the other with copies of all documents so filed by it. To the extent permitted by Law, the parties shall request such governmental agencies to treat as confidential all information submitted to them. Based upon the expectation of the parties to this Agreement, it is anticipated that filings required under the Hart-Scott-Rodino Act will not become necessary, as the transactions ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇his Agreement are exempt from such coverage. Provided, however, in the event compliance with the Hart-Scott-Rodino Act becomes necessary, the Company shall bear all e▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇ompliance including all registration and filing fees with respect to any documents filed by any of the parties hereto under this Section 5.4.

HART-SCOTT-RODINO ACT. Both IHHI ▇▇▇ S▇▇▇▇▇ ▇▇▇ ▇▇ full compliance with the requirements of the Hart-Scott-Rodino Antitrust Impro▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇76, 15 U.S.C. Section 18a (Section 7A of the Cl▇▇▇▇▇ ▇▇▇).

HART-SCOTT-RODINO ACT. All app▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ periods under the Hart-Scott-Rodino Antitrust Imp▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ 1976 (the "H-S-R Act") shall have expired or been terminated.