Hart-Xxxxx. Xxxxxx. Xxe "total assets" and the "annual net sales" of the "ultimate parent entity" (as such terms are used within the meaning of Section 7A.(a)(2)(A) of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976) of the ADCS Group are less than $100,000,000.
Hart-Xxxxx. Xxe waiting period specified under the HSR Act shall have expired or earlier terminated, and any other necessary regulatory approvals shall have been obtained (including without limitation from the Missouri Public Service Commission).
Hart-Xxxxx. Xxe waiting period specified under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 shall have expired or earlier terminated.
Hart-Xxxxx. Xxy applicable waiting period under the Hart-Xxxxx Xxx shall have expired or been terminated without receipt of any objections or commencement of litigation or threat thereof by the appropriate Governmental Entity to restrain the transactions contemplated hereby.
Hart-Xxxxx. Xxthin the meaning of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the applicable regulations thereunder, 16 C.F.R. Parts 801-803 (collectively, "Hart-Xxxxx"):
(a) None of the Persons within which the Company is included, including its ultimate parent entity and all entities such ultimate parent entity controls directly or indirectly, (i) is engaged in manufacturing; or (ii) has total assets of $10 million or more; or (iii) has annual net sales of $100 million or more;
(b) No Person acquiring Parent's voting securities in the transactions contemplated by this Agreement will hold, as a result of such acquisition, more than $15 million of Parent's voting securities; and
(c) No Hart-Xxxxx xxxing is required in connection with the transactions contemplated by this Agreement.
Hart-Xxxxx. Xxxxxx. Xxch party shall file such materials as are required under the HSR Act with respect to the transactions contemplated hereby and shall cooperate with the other party to the extent necessary to assist the other party in the preparation of such filings.
Hart-Xxxxx. Xxxxxx. Xxere shall be no filing required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, relating to the consummation of the transactions contemplated by the Ciena Purchase Agreement or this Agreement.
Hart-Xxxxx. Xxxxxx Xxxings. All filings required to be made and notices required to be given pursuant to the HSR Act shall have been made, all approvals or consents required thereby shall have been obtained and the waiting periods required thereby, if any, shall have expired or terminated.
Hart-Xxxxx. XXXXXX. Any waiting periods applicable to the Transactions under applicable U.S. and foreign antitrust or trade regulation laws and regulations, including, without limitation, under the HSR, shall have expired or been terminated.
Hart-Xxxxx. Xxxxxx, xxc. All waiting periods required by HSR and any applicable comparable European and Japanese laws and regulations shall have expired with respect to the transactions contemplated by this Agreement, or early termination with respect thereto shall have been obtained without the imposition of any governmental request or order requiring the sale or disposition or holding separate (through a trust or otherwise) of particular assets or businesses of BMC, its affiliates or any component of Boolx xx other actions as a precondition to the expiration of any waiting period or the receipt of any necessary governmental approval or consent.
