HSR Act; Competition Act Sample Clauses

HSR Act; Competition Act. Each of the Filing Parties (in each case, as necessary to comply with applicable Legal Requirements) shall, and shall cause its controlled Affiliates and use reasonable best efforts to cause its other Affiliates to:
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HSR Act; Competition Act. Any applicable waiting period under the HSR Act, Competition Act or any other applicable Competition Law shall have expired or been terminated.
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HSR Act; Competition Act. (Canada);
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HSR Act; Competition Act. Each Stockholder (to the extent considered a Filing Party with respect to this Section 3.5(b)) shall, and shall cause its controlled Affiliates and use reasonable best efforts to cause its other Affiliates to:
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HSR Act; Competition Act. (a) The assets of Dataradio and its Subsidiaries located in the United States have a book value of less than US$56.7 million. Dataradio and its Subsidiaries did not make sales in or into the United States of more than US$56.7 million in the Fiscal Year ended July 31, 2005. (b) For the purposes of determining the application of the pre- merger filing requirements of the Competition Act (Canada), the aggregate value of each of (i) the assets in Canada and (ii) the gross revenues from sales in or from Canada generated from such assets, for Dataradio together with its Subsidiaries, determined as prescribed for the purposes of section 110 of the Competition Act (Canada), does not exceed Canadian $50 million.
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HSR Act; Competition Act. LM Canada, ISC and Parent shall take all actions necessary or appropriate to cause the prompt expiration or termination of any applicable waiting period under the HSR Act (or any similar applicable requirements of the Canadian Competition Act) in respect of the Contemplated Transactions, including, without limitation, complying as promptly as practicable with any requests for additional information.
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HSR Act; Competition Act. Investment Canada Act; Submission of Arrangement for Approval 68 Section 6.8. Bank Financing; Equity Offering 68 Section 6.9. Audit Requirements; Closing Adjustment 69 Section 6.10. No Shop 75 Section 6.11. Advice of Changes; SEC Filings 77 Section 6.12. Benefit Plans 77 Section 6.13. Inventory 78 Section 6.14. Registrar and Transfer Agent 78 Section 6.15. Additional Agreements 78 Section 6.16. Transition Services 79 Section 6.17. Adoption of LTM Charter and Bylaws 80 Section 6.18. Designation of Directors 80 Section 6.19. Amendments and Modifications of Documents 80 Section 6.20. No Capital Contributions 80 Section 6.21. Tax Sharing and Indemnity Agreement 81 Section 6.22. Sony Trademark Agreement; Existing Theaters 81 Section 6.23. Fractional Shares 81 Section 6.24. Reverse Stock Split 81 ARTICLE VII CONDITIONS PRECEDENT 82 Section 7.1. Conditions to Each Party's Respective Obligations to Effect the Transactions 82 Section 7.2. Conditions to Obligation of Cineplex Odeon to Effect the Transactions 84 Section 7.3. Conditions to Obligations of SPE and LTM to Effect the Transactions 86 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 87 Section 8.1. Termination 87 Section 8.2. Fees 89 ARTICLE IX MISCELLANEOUS 90 Section 9.1. Non-Survival of Representations and Warranties; Survival of Agreements 90 Section 9.2. Notices 90 Section 9.3. Fees and Expenses 92 Section 9.4. Publicity 93 Section 9.5. Specific Performance 93 Section 9.6. Assignment; Binding Effect 93 Section 9.7. Entire Agreement 93 Section 9.8. Amendment 94 Section 9.9. Governing Law 94 Section 9.10. Counterparts 94 Section 9.11. Headings and Table of Contents 94 Section 9.12. Interpretation 95 Section 9.13. Waivers 95 Section 9.14. Severability 95 Section 9.15. Certain Definitions 95 Section 9.16. Knowledge 96 Section 9.17. Release. 96 Exhibits Exhibit A Form of Amended and Restated Certificate of Incorporation of LTM Holdings, Inc. Exhibit B Form of Plan of Arrangement Exhibit C Letter Agreement Exhibit D Form of Tax Sharing and Indemnity Agreement Exhibit E Form of Sony Trademark Agreement Exhibit F Form of Amended and Restated By-laws of LTM Holdings, Inc. Exhibit G List of Transition Services Exhibit H Stockholders Agreement Exhibit I Universal Subscription Agreement Index of Defined Terms Term Section ADA 2.15(c) Adjusted EBITDA 2.7(b) Adjustment Factor 6.9(d) Affiliate 6.5 Agreement Preamble Alternative Proposal 6.10(a) Antitrust Law 6.15(a) Applicable Law 2.11(h)
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Related to HSR Act; Competition Act

  • Competition Act Neither the aggregate value of the assets in Canada, nor the aggregate annual gross revenues from sales in or from Canada, of Corporation and its Subsidiaries exceeds C$93 million as determined in accordance with the Competition Act (Canada) and the regulations thereunder. SCHEDULE D REPRESENTATIONS AND WARRANTIES OF PURCHASER

  • HSR Act The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.

  • Antitrust Laws Any applicable waiting period under the HSR Act or other applicable antitrust Laws relating to the transactions contemplated by this Agreement or the Collateral Agreements shall have expired or been terminated.

  • Antitrust The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

  • Antitrust Filings (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company.

  • HSR Act Compliance All waiting periods under the HSR Act ------------------ applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated.

  • HSR Act Notification To the extent required by the HSR Act, the Company shall, to the extent it has not already done so, (a) use all commercially reasonable efforts to file or cause to be filed, as promptly as practicable after the execution and delivery of this Agreement, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, all reports and other documents required to be filed by it under the HSR Act concerning the transactions contemplated hereby and (b) use all commercially reasonable efforts to promptly comply with or cause to be complied with any requests by the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. The Company agrees to request, and to cooperate with the Purchasers in requesting, early termination of any applicable waiting period under the HSR Act.

  • Antitrust Approvals The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.

  • Antitrust Approval The Company and the Purchaser acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of shares of Company Common Stock upon conversion of the Notes. The Purchaser will promptly notify the Company if any such filing is required on the part of the Purchaser. To the extent reasonably requested, the Company, the Purchaser and any other applicable Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of shares of Company Common Stock upon conversion of Notes held by the Purchaser or any Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes outstanding and owned by Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

  • Anti-Bribery Laws Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended, and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

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