HART-SCOTT-RODINO COMPLIANCE. Prixx xx xxx Xxxxxxx, the Purchaser shall make a determination as to whether the execution and delivery of, or the performance of the obligations of the Company or the Purchaser under, this Agreement and the Collaboration Agreement (including, without limitation, the consummation of the Closing and the issuance of the Common Shares and Warrant to the Purchaser at the Closing) shall require that filings under the Hart-Scott-Rodino Antitrust Improxxxxxxx Xxx xx 0076, as amended (the "HSR Act"), or the rules and regulations promulgated thereunder, be made prior to the Closing by the Company, the Purchaser or any of their respective Affiliates or ultimate parent entities, if any. If the Purchaser makes a determination that such filings are required, the Purchaser shall give written notice of such determination to the Company prior to the Closing.
HART-SCOTT-RODINO COMPLIANCE. The Company is a "foreign issuxx" (xx xxxx xxxx is defined in 16 C.F.R. Section 801.1(e)(2)(ii)). The Company and all entities controlled by the Company do not hold assets located in the United States of America having an aggregate book value of $15 million or more, and the Company and all entities controlled by the Company did not make aggregate sales in or into the United States of $25 million or more in the Company's most recent fiscal year. The term "controlled" as used in the preceding sentence shall have the meaning set forth in 16 C.F.R. 80l.l(b).
HART-SCOTT-RODINO COMPLIANCE. Prior to the execution xx xxxx Xxxxxxxxx, Merck and Guilford have notified the Federal Trade Commission ("FTC") of the transaction which forms the basis of this Agreement in accordance with the requirements of the HSR Act. Guilford *The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. and Merck shall equally share the fee required for such notification, which is stipulated and agreed to be $125,000, 50% of which shall be deducted from the Initial Purchase Price pursuant to Section 2.19(a). Each party shall be responsible for the payment of its own attorney fees in connection with any HSR filing or other activities pursuant to the HSR Act.
HART-SCOTT-RODINO COMPLIANCE. Promptly as practicable following the execution ox xxxx Xxxxxxxxx, but in any event within five (5) business days, Purchaser will cause to be filed with the Antitrust Division of the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") the notification and report form required for the transactions contemplated hereby (the "HSR Report Form") and any supplemental information requested in connection therewith pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Xxxxxx xxxxx xay the filing fee required in connection with the filing of the HSR Report Form. Purchaser will keep Seller apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request. Purchaser will use all reasonable efforts to obtain any clearance required under the HSR Act for the purchase and sale of the Shares. Either party may terminate this Agreement if the relevant waiting period under the HSR Act (the "HSR Waiting Period") has not expired or terminated within 120 days following the filing of the HSR Report Form.
HART-SCOTT-RODINO COMPLIANCE. The Warrants are "convertible vxxxxx xxxxxxxxxx" as such term is defined in 16 C.F.R. '801.1(f)(2) which do not entitle the Purchasers to presently vote in respect of the election of directors of the Company. Assuming that, notwithstanding the fact that the Warrants are not currently exercisable on the Closing Date, the Warrants were all exercised on the Closing Date, the Purchasers as a group would not hold (as such term is defined in 16 C.F.R. '801.1(c)) on the Closing Date either:
(a) fifteen percent (15%) or more of the total number of shares of the Common Stock of the Company; or
(b) Common Stock having a Fair Market Value of Fifteen Million Dollars ($15,000,000) or more.
HART-SCOTT-RODINO COMPLIANCE. All applicable waiting periods under thx XXX Xxx xxxxx xave expired or early termination shall have been granted by both the Federal Trade Commission and the United States Department of Justice.
HART-SCOTT-RODINO COMPLIANCE. Subject to the determination by the Buyer xxxx xxx xx xxx xollowing actions is not required, the Sellers shall promptly prepare and file Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HXX XXX") xxxx xxx Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "ANTITRUST DIVISION") and respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation. The filing fees with respect to the filing under the HSR Act shall be borne solely by the Buyer.
HART-SCOTT-RODINO COMPLIANCE. Subject to the determination by the Buyer xxxx xxx xx xxx xollowing actions is not required, the Buyer shall promptly prepare and file Notification and Report Forms under the HSR Act with the FTC and respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation, and Buyer shall pay all filing fees in connection therewith. In addition, the Buyer shall pay the Sellers' reasonable out-of-pocket expenses in connection with responding to any "second request" of the FTC, so long as the Buyer shall not have terminated this Agreement pursuant to Section 11.1(c) below.
HART-SCOTT-RODINO COMPLIANCE. All applicable waiting periods (xxx xxx xxxxxxxxns thereof) under the H-S-R Act shall have expired or otherwise been terminated.
HART-SCOTT-RODINO COMPLIANCE. Purchaser and AFC each will as promptlx xx xxxxxxxxxxx make or cause to be made all filings which are required under the HSR Act, and any similar foreign antitrust laws, rules, regulations, orders or decrees. Each such filing will request early termination of the waiting period imposed by the HSR Act. AFC and Purchaser each will use its commercially reasonable efforts to respond or cause a response to be made as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Entity in connection with antitrust matters; provided however, that nothing contained herein will be deemed to preclude either AFC or Purchaser from negotiating reasonably with any Governmental Entity regarding the scope and content of any such requested information and documentation. AFC and Purchaser will each use their respective commercially reasonable efforts to overcome any objections that may be raised by the FTC, the Antitrust Division or any other Governmental Entity having jurisdiction over antitrust matters. Notwithstanding the foregoing or any other provision of this Agreement, neither Purchaser, nor any of its Affiliates, shall be required to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets or lines of business of Purchaser, any of its Affiliates, or the Companies, or the holding separate of the Shares or any ownership interests in the Companies or imposing or seeking to impose any limitation on the ability of Purchaser or its subsidiaries or Affiliates to conduct their business or owns such assets or to acquire, hold or exercise full rights of ownership of the shares or membership interests, as applicable, of the Companies. Purchaser and AFC shall each pay one-half of the fees due under the HSR Act.
