HSR Act Clearance. Any applicable waiting period (or any extensions thereof) under the HSR Act relating to the consummation of the Merger shall have expired or been terminated;
HSR Act Clearance. Any waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act, as contemplated by the Required HSR Act Clearances, shall have expired or been terminated.
HSR Act Clearance. (a) As promptly as practicable following the exercise of the Marketed Products Option (but in any event no later than *** after such exercise), each of Ucyclyd and Hyperion shall file or supply, or cause to be filed or supplied, all notifications and information required to be filed or supplied pursuant to the HSR Act (if any) in connection with the sale of the Marketed Products Rights to Hyperion hereunder, subject to the Parties cooperating to maintain the confidentiality of any such information, to the extent practicable under Legal Requirements. Each of Ucyclyd and Hyperion shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. As promptly as practicable, Ucyclyd and Hyperion shall make, or cause to be made, all such other filings and submissions under laws, rules and regulations applicable to them, or to their Affiliates, as may be required for them to consummate the transaction contemplated hereby in accordance with the terms of the Agreement. Ucyclyd and Hyperion shall keep one another appraised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Authority, including the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, and shall comply promptly with any such inquiry or request. Each Party shall bear its own costs in completing and making any required filings pursuant to subsections (a) and (b) of this Section 3.5.4; provided, however, that Hyperion shall be responsible solely for any required filing fees under the HSR Act.
(b) Following the exercise of the Marketed Products Option, Hyperion shall: (i) determine the fair market value of the transaction described in the Agreement for HSR Act purposes (including both the scenario where Ucyclyd exercises the Ammonul Option and the scenario where Ucyclyd does not exercise the Ammonul Option, if Ucyclyd has not yet elected one or the other); (ii) communicate in writing to Ucyclyd the fair market value determination(s) as soon as reasonably practicable; and (iii) discuss with counsel of Ucyclyd the methodology and evidence Hyperion employed in making such determination not later than the Marketed Products Closing. Each Party shall bear its own costs in completing and making any required filings pursuant to subsections (a) and (b) of ...
HSR Act Clearance. Except for the Parties’ respective obligations under Article 6, which each Party shall be obligated to perform as of the Effective Date, it shall be a condition precedent to all of the Parties’ rights and obligations under this Agreement that any waiting period under the HSR Act applicable to the transactions contemplated by this Agreement shall have been terminated or shall have expired.
HSR Act Clearance. All approvals shall have been received and the expiration or early termination under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (the "HSR ACT"), and other applicable antitrust laws ("HSR CLEARANCE"); provided that, neither party may rely on the condition set forth in this Section 6.1(e) if the failure to obtain HSR Clearance for the Merger is a result of such party's failure to take commercially reasonable efforts to obtain HSR Clearance.
HSR Act Clearance. Parent shall have received any clearance that may be required under the HSR Act regarding the Merger.
HSR Act Clearance. All approvals shall have been received and the ----------------- expiration or early termination of all antitrust review periods under the HSR Act, and other applicable antitrust laws ("HSR CLEARANCE"); provided that, neither party may rely on the condition set forth in this Section 6.1(b) if the failure to obtain HSR Clearance for the Acquisition is a result of such party's failure to take all necessary actions set forth in Section 5.14 above.
HSR Act Clearance. Notwithstanding the foregoing, if prior to the time of the pricing of Initial Offering, Investor has not obtained the appropriate clearances under the HSR Act, neither the Company nor the underwriters of the Initial Offering shall have any obligation to allocate any shares sold in the Initial Offering to Investor, nor shall the Company have any obligation to sell shares in the Private Placement.
HSR Act Clearance. The transactions contemplated hereby and by the Related Agreements shall have received HSR Clearance.
HSR Act Clearance. The applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or shall have otherwise terminated without the U.S. Department of Justice or the Federal Trade Commission taking any action to delay or block the transactions contemplated in this Agreement.
