Hart-Xxxxx-Xxxxxx Xxxpliance. If the Registered Holder is prevented from consummating the exercise of this Warrant until the expiration or early termination of any waiting periods imposed by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx") (xxch waiting periods hereinafter referred to as the "HSR Act Restrictions"), the Company agrees to (i) prepare and file a responsive HSR Act filing reasonably necessary to support the Registered Holder's effort to remove the HSR Act Restrictions and (ii) permit the extension of the expiration date of this Warrant to such date that is five (5) business days subsequent to the termination of the HSR Act Restrictions.
Hart-Xxxxx-Xxxxxx Xxxpliance. All applicable waiting periods under the HSR Act shall have expired or early termination shall have been granted by either the Federal Trade Commission or the United States Department of Justice.
Hart-Xxxxx-Xxxxxx Xxxpliance. In connection with any transaction in which the Company, or any Subsidiary is involved which is required to be reported under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended from time to time (the "HSR ACT"), the Company, or any such Subsidiary, shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with the transactions contemplated thereby. The Company, or any such Subsidiary, shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the subject transaction.
Hart-Xxxxx-Xxxxxx Xxxpliance. Notwithstanding anything else in this Agreement, if the sale and issuance of the Shares is subject to the premerger notification requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), it shall be a condition to the Closing that any waiting period under the HSR Act applicable to the purchase of the Shares shall have expired or been terminated and any approvals required thereunder shall have been obtained, and the parties shall cooperate in promptly filing premerger reports and in taking all steps reasonably necessary to obtain early termination of any applicable HSR Act waiting periods. If any such waiting period shall not have expired or been subject to early termination on or before the date ninety (90) days from the date of this Agreement, either party may terminate this Agreement by giving written notice to the other.
Hart-Xxxxx-Xxxxxx Xxxpliance. The Company is its own "ultimate parent entity" (as defined in 16 CFR Section 801.1(a)(3)). The "person" (as defined in 16 CFR Section 801.1(a)(1)) in which the Company is included does not have annual net sales or "total assets" (as each such term is defined in 16 CFR Section 801.11)) of $10,000,000 or more.
Hart-Xxxxx-Xxxxxx Xxxpliance. All applicable waiting periods under the HSR Act shall have expired or early termination shall have been granted.
Hart-Xxxxx-Xxxxxx Xxxpliance. In connection with any transaction in which the Company is involved which is required to be reported under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended from time to time (the "HSR ACT"), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with the transactions contemplated thereby. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the subject transaction; provided that this Section 3.5 shall not be interpreted as requiring the Company to divest of any lines of business or other assets.
Hart-Xxxxx-Xxxxxx Xxxpliance. As soon as practicable after the receipt from any holder of the Warrants or any Seller (the "Notice Giver") of notice of the exercise of a number of Warrants sufficient to require a filing under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules, regulations and formal interpretations thereunder, as amended from time to time (the "HSR Act"), but in any event no later than the 10th Business Day after receipt of such notice, the Seller will (i) prepare and file with the Antitrust Division of the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC") the Notification and Report Form (accompanied by all documentary attachments contemplated thereby) required by the HSR Act, (ii) upon the request of any holder of the Warrants (the "Notice Giver"), request early termination of the waiting period imposed by the HSR Act, (iii) coordinate and cooperate with the Notice Giver in responding to formal and informal requests for additional information and documentary material from the DOJ and the FTC in connection with such filing, and (iv) use its best efforts to take, or cause to be taken, all reasonable action and to do, or cause to be done, all things reasonably necessary and appropriate to permit the issuance to the Notice Giver of the shares of common stock issuance upon the exercise of the warrants with respect to which any filing is required under the HSR Act, and (v) reimburse the holders of the Warrants for the entire amount of any filing fee or any other costs and expenses incurred by holders of the Warrants in connection therewith (including legal fees), or as required to be paid under the HSR Act.
Hart-Xxxxx-Xxxxxx Xxxpliance. Notwithstanding anything herein to the contrary, to the extent that any purchase by Purchaser of any stock of the Corporation after the Closing requires prior notification pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), or any similar law, such purchase shall be subject to all applicable waiting periods (and any extensions thereto) under the HSR Act or such similar law having expired or otherwise being terminated. Each of the Purchaser and Corporation shall (and each shall cause its ultimate parent entity as defined in the HSR Act, to the extent appropriate, to) file any Notification and Report Forms and related material that it or he may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act or other governmental body under similar law, will use its or his reasonable best efforts to obtain early termination of the applicable waiting period, and make any further filings pursuant thereto that may be necessary or advisable. In furtherance of the foregoing, but without limitation, the Purchaser's acceptance of any Protective Offer pursuant to Section 8.1 hereof and its delivery of an Acceptance Notice pursuant to Section 8.2 (notwithstanding the language in Section 8.2 which indicates that such notice constitutes a valid and legally binding purchase and sale agreement) is subject to the condition precedent of the expiration or early termination of any waiting period without final adverse action by the applicable governmental body. Therefore, any obligation to make payment or right to make such a purchase is tolled until such expiration or early termination of all applicable waiting periods and the existence of such waiting period shall not adversely affect the parties' obligations to consummate the transaction provided that the condition precedent is satisfied.
Hart-Xxxxx-Xxxxxx Xxxpliance. In connection with any transaction in which the Company is involved (an "HSR Transaction") which is required to be reported under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended from time to time (the "HSR Act"), the Company and the Purchasers shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with an HSR Transaction. The Company and the Purchasers shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the HSR Transaction; provided that in no event shall the Company or the Purchasers or any of their Affiliates be required to divest any of their assets or Subsidiaries. If the Purchasers are required to make a filing under the HSR Act in connection with an HSR Transaction, the Company will provide to the Purchasers all necessary information relating to the Company for such filing and will pay all fees associated with such filing.
