Common use of HSR Clearance Clause in Contracts

HSR Clearance. (A) Within three (3) Business Days after the Effective Date, all Parties shall promptly file with the United States Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”), as applicable, the required notification and report forms due under the HSR Act and shall as promptly as practicable furnish any supplemental information that may be requested in connection therewith. Any such notification and report form and additional information, if any, submitted to the FTC or the DOJ shall be in substantial compliance with the requirements of the HSR Act. Each of Buyer and Seller shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, Seller and Buyer shall each pay their own preparation costs and expenses and shall take all reasonable steps to achieve early termination of applicable HSR Act waiting periods. Each of Buyer and Seller shall keep the other apprised in a prompt manner of the status and substance of any communications with, and inquiries or request for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request. Seller and Buyer shall use reasonable efforts to cause any waiting period under the HSR Act with respect to the transactions contemplated herein to expire or terminate at the earliest time that is reasonably practicable and will request “early termination” with respect to the waiting period under the HSR Act. If the waiting period under the HSR Act has not expired at such time as the other conditions precedent set forth in Section 14 have been satisfied or otherwise waived, either Party may extend the Closing by up to ninety (90) days (the “HSR Extension”). In the event that Buyer reasonably determines that the transactions contemplated by the terms of this Agreement do not require filing under the HSR Act, Buyer shall provide a letter representing that filing is not required in a form reasonably acceptable to Seller. (B) If the transactions contemplated by this Agreement are enjoined other than through a temporary restraining order (whether preliminarily or permanently) as a result of any injunction or other order in any action or proceeding brought by any Government Authority that seeks to prevent the Closing of this transaction as a violation of any antitrust law as long as the basis of the court order is not solely a violation of Section 7A of the HSR Act, Buyer will make all necessary efforts to effect the dissolution or lifting of any such injunction or other order and to satisfy the conditions set forth in Section 14.3(A).

HSR Clearance. If GSK reasonably determines in good faith prior to the expiration of the applicable Selection Option Period for a particular Claimed Target that the exercise of Selection Option with respect to such Claimed Target is required to be filed with the United States Department of Justice (Athe “DOJ”) Within three (3) Business Days after the Effective Date, all Parties shall promptly file with or the United States Federal Trade Commission (the “FTC”) and the Department of Justice (“DOJ”), as applicable, the required notification and report forms due under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (15 U.S.C. §18a) (“HSR”) or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of its desire to exercise such Selection Option and of the perceived HSR Act filing requirement to FivePrime prior to the expiration of the applicable Selection Option Period, and the applicable Selection Option Period shall be automatically extended for *** days. GSK will be obligated to submit any such filings that are required, as promptly as practicable furnish but, in any supplemental information that may be requested in connection therewithevent, within *** Business Days of FivePrime’s receipt of this written notice of a GSK perceived need to file. Any GSK shall provide FivePrime with a copy of the portion of GSK’s initial filing pertaining to FivePrime’s technology for FivePrime’s comment prior to its filing. In addition, GSK shall update FivePrime with any response from the FTC promptly after GSK receives such notification response, and report form and additional information, if any, submitted shall provide FivePrime with a copy of the portion of the proposed response thereto pertaining to FivePrime’s technology for FivePrime’s comment. If the HSR or other clearance is not granted prior to the expiration of the Selection Option Period (as extended herein), or if GSK receives a “Second Request” from the DOJ or FTC or the DOJ shall be in substantial compliance with the requirements of the HSR Act. Each of Buyer and Seller shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, Seller and Buyer shall each pay their own preparation costs and expenses and shall take all reasonable steps to achieve early termination of applicable HSR Act waiting periods. Each of Buyer and Seller shall keep the other apprised in receives a prompt manner of the status and substance of any communications with, and inquiries or similar request for additional information fromand/or materials from another governmental authority in connection with such filing, the FTC once extended Selection Option Period shall be extended again for such additional period of time as reasonably necessary (which additional period of time is not expected to exceed an additional *** days unless reasonably required to obtain clearance) to permit the Parties to obtain HSR or other governmental clearances and to respond to requests to provide additional information and/or materials to the DOJ governmental authority (or authorities). If HSR or other governmental clearance has not been granted by the expiration of the Selection Option Period (as extended herein), FivePrime and GSK shall comply promptly with any such inquiry or request. Seller and Buyer shall use meet to discuss in good faith whether an additional extension of the Selection Option Period is reasonable efforts to cause any waiting period under the HSR Act with respect to circumstances. Notwithstanding the transactions contemplated herein to expire or terminate at the earliest time that is reasonably practicable and will request “early termination” with respect to the waiting period under the HSR Act. If the waiting period under the HSR Act has not expired at such time as the other conditions precedent set forth foregoing, nothing in this Section 14 have been satisfied or otherwise waived, shall require either Party may extend to divest any assets in such Party’s ownership or Control as of the Closing by up to ninety (90) days (Effective Date or during the “HSR Extension”)Term. In GSK shall be solely responsible for all reasonable costs and expenses of either Party in connection with the event that Buyer reasonably determines that the transactions contemplated by the terms of this Agreement do not require filing under the HSR Act, Buyer shall provide a letter representing that filing is not required in a form reasonably acceptable to Seller. (B) If the transactions contemplated by this Agreement are enjoined other than through a temporary restraining order (whether preliminarily or permanently) as a result grant of any injunction exclusive license to GSK hereunder (including all governmental filing or other order in fees, and any action other costs and expenses) arising from pursuing or proceeding brought by obtaining any Government Authority that seeks to prevent the Closing of this transaction as a violation of any antitrust law as long as the basis of the court order is not solely a violation of Section 7A of the HSR Act, Buyer will make all necessary efforts to effect the dissolution or lifting of any such injunction or other order and to satisfy the conditions set forth governmental approval addressed in this Section 14.3(A)3.4.5.

HSR Clearance. If GSK reasonably determines in good faith prior to the expiration of the applicable Selection Option Period for a particular Claimed Target that the exercise of Selection Option with respect to such Claimed Target is required to be filed with the United States Department of Justice (Athe “DOJ”) Within three (3) Business Days after the Effective Date, all Parties shall promptly file with or the United States Federal Trade Commission (the “FTC”) and the Department of Justice (“DOJ”), as applicable, the required notification and report forms due under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (15 U.S.C. §18a) (“HSR”) or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of its desire to exercise such Selection Option and of the perceived HSR Act filing requirement to FivePrime prior to the expiration of the applicable Selection Option Period, and the applicable Selection Option Period shall be automatically extended for *** days. GSK will be obligated to submit any such filings that are required, as promptly as practicable furnish but, in any supplemental information that may be requested in connection therewithevent, within *** Business Days of FivePrime’s receipt of this written notice of a GSK perceived need to file. Any GSK shall provide FivePrime with a copy of the portion of GSK’s initial filing pertaining to FivePrime’s technology for FivePrime’s comment prior to its filing. In addition, GSK shall update FivePrime with any response from the FTC promptly after GSK receives such notification response, and report form and additional information, if any, submitted shall provide FivePrime with a copy of the portion of the proposed response thereto pertaining to FivePrime’s technology for FivePrime’s comment. If the HSR or other clearance is not granted prior to the expiration of the Selection Option Period (as extended herein), or if GSK receives a “Second Request” from the DOJ or FTC or the DOJ shall be in substantial compliance with the requirements of the HSR Act. Each of Buyer and Seller shall furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, Seller and Buyer shall each pay their own preparation costs and expenses and shall take all reasonable steps to achieve early termination of applicable HSR Act waiting periods. Each of Buyer and Seller shall keep the other apprised in receives a prompt manner of the status and substance of any communications with, and inquiries or similar request for additional information fromor materials from another governmental authority in connection with such filing, the FTC once extended Selection Option Period shall be extended again for such additional period of time as reasonably necessary (which additional period of time is not expected to exceed an additional *** days unless reasonably required to obtain clearance) to permit the Parties to obtain HSR or other governmental clearances and to respond to requests to provide additional information or materials to the DOJ governmental authority (or authorities). If HSR or other governmental clearance has not been granted by the expiration of the Selection Option Period (as extended herein), FivePrime and GSK shall comply promptly with any such inquiry or request. Seller and Buyer shall use meet to discuss in good faith whether an additional extension of the Selection Option Period is reasonable efforts to cause any waiting period under the HSR Act with respect to circumstances. Notwithstanding the transactions contemplated herein to expire or terminate at the earliest time that is reasonably practicable and will request “early termination” with respect to the waiting period under the HSR Act. If the waiting period under the HSR Act has not expired at such time as the other conditions precedent set forth foregoing, nothing in this Section 14 have been satisfied or otherwise waived, shall require either Party may extend to divest any assets in such Party’s ownership or Control as of the Closing by up to ninety (90) days (Effective Date or during the “HSR Extension”)Term. In GSK shall be solely responsible for all reasonable costs and expenses of either Party in connection with the event that Buyer reasonably determines that the transactions contemplated by the terms of this Agreement do not require filing under the HSR Act, Buyer shall provide a letter representing that filing is not required in a form reasonably acceptable to Seller. (B) If the transactions contemplated by this Agreement are enjoined other than through a temporary restraining order (whether preliminarily or permanently) as a result grant of any injunction exclusive license to GSK hereunder (including all governmental filing or other order in fees, and any action other costs and expenses) arising from pursuing or proceeding brought by obtaining any Government Authority that seeks to prevent the Closing of this transaction as a violation of any antitrust law as long as the basis of the court order is not solely a violation of Section 7A of the HSR Act, Buyer will make all necessary efforts to effect the dissolution or lifting of any such injunction or other order and to satisfy the conditions set forth governmental approval addressed in this Section 14.3(A)3.4.5.

HSR Clearance. (A) Within three (3) Business Days after Notwithstanding anything to the Effective Date, all Parties shall promptly file with contrary in the United States Federal Trade Commission (“FTC”) and Indenture or the Department of Justice (“DOJ”), as applicableNotes, the required notification Company shall not issue shares pursuant to a Note, and report forms due under no Holder shall have any right to receive shares pursuant to a Note pursuant to the HSR Act terms and conditions of the Indenture and such Holder’s Note, and any such issuance shall be null and void and treated as promptly as practicable furnish any supplemental information that may be requested in connection therewith. Any if never made, unless and until after giving effect to such notification and report form and additional informationconversion or issuance of shares of Common Stock, the applicable waiting period, if any, submitted under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have expired or been terminated, and any required clearances consents, approvals, and waivers under any other antitrust laws applicable to the FTC or the DOJ consummation of any such issuance of shares of Common Stock shall be have been obtained. In furtherance and not in substantial compliance with the requirements limitation of the HSR Act. Each of Buyer and Seller shall furnish foregoing, prior to the other such information and assistance as the other may reasonably request in connection with its preparation issuance of any filing or submission which is necessary shares of Common Stock pursuant to the Note, such Holder will, if required under the HSR Act. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, Seller and Buyer shall each pay their own preparation costs and expenses and shall take all reasonable steps provide written notice pursuant to achieve early termination of applicable HSR Act waiting periods. Each of Buyer and Seller shall keep 16 C.F.R. § 803.5(a) to the other apprised in a prompt manner of the status and substance of any communications withCompany, and inquiries or request for additional information from, the FTC (x) make an appropriate filing of a Notification and the DOJ and shall comply promptly with any such inquiry or request. Seller and Buyer shall use reasonable efforts Report Form pursuant to cause any waiting period under the HSR Act with respect to the transactions contemplated herein to expire or terminate at the earliest time that is by this Indenture as promptly as practicable, (y) supply as promptly as reasonably practicable any additional information and will documentary material that may be requested pursuant to the HSR Act and (z) use its commercially reasonable efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 6.01(B) to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act as soon as practicable. Without limiting the foregoing, the parties shall request “and shall use commercially reasonable efforts to obtain early termination” with respect to termination of the waiting period under the HSR Act. If the waiting period under the HSR Act has not expired at such time as the other conditions precedent set forth in Section 14 have been satisfied or otherwise waived, either Party may extend the Closing by up to ninety (90) days (the “HSR Extension”). In the event that Buyer reasonably determines that the transactions contemplated by the terms of this Agreement do not require filing under the HSR Act, Buyer shall provide a letter representing that filing is not required in a form reasonably acceptable to Seller. (B) If the transactions contemplated by this Agreement are enjoined other than through a temporary restraining order (whether preliminarily or permanently) as a result of any injunction or other order in any action or proceeding brought by any Government Authority that seeks to prevent the Closing of this transaction as a violation of any antitrust law as long as the basis of the court order is not solely a violation of Section 7A of the HSR Act, Buyer will make all necessary efforts to effect the dissolution or lifting of any such injunction or other order and to satisfy the conditions set forth in Section 14.3(A).

HSR Clearance. (A) Within three (3) Business Days after Notwithstanding anything to the Effective Date, all Parties shall promptly file with contrary in the United States Federal Trade Commission (“FTC”) and Indenture or the Department of Justice (“DOJ”), as applicableNotes, the required notification Company shall not issue shares pursuant to a Note, and report forms due under no Holder shall have any right to receive shares pursuant to a Note pursuant to the HSR Act terms and conditions of the Indenture and such Holder’s Note, and any such issuance shall be null and void and treated as promptly as practicable furnish any supplemental information that may be requested in connection therewith. Any if never made, unless and until after giving effect to such notification and report form and additional informationconversion or issuance of shares of Common Stock, the applicable waiting period, if any, submitted under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have expired or been terminated, and any required clearances consents, approvals, and waivers under any other antitrust laws applicable to the FTC or the DOJ consummation of any such issuance of shares of Common Stock shall be have been obtained. In furtherance and not in substantial compliance with the requirements limitation of the HSR Act. Each of Buyer and Seller shall furnish foregoing, prior to the other such information and assistance as the other may reasonably request in connection with its preparation issuance of any filing or submission which is necessary shares of Common Stock pursuant to the Note, such Holder will, if required under the HSR Act. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, Seller and Buyer shall each pay their own preparation costs and expenses and shall take all reasonable steps provide written notice pursuant to achieve early termination of applicable HSR Act waiting periods. Each of Buyer and Seller shall keep 16 C.F.R. § 803.5(a) to the other apprised in a prompt manner of the status and substance of any communications withCompany, and inquiries or request for additional information from, the FTC (x) make an appropriate filing of a Notification and the DOJ and shall comply promptly with any such inquiry or request. Seller and Buyer shall use reasonable efforts Report Form pursuant to cause any waiting period under the HSR Act with respect to the transactions contemplated herein to expire or terminate at the earliest time that is by this Indenture as promptly as practicable, (y) supply as promptly as reasonably practicable any additional information and will documentary material that may be requested pursuant to the HSR Act and (z) use its commercially reasonable efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 6.01(B) to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act as soon as practicable. Without limiting the foregoing, the parties shall request “and shall use commercially reasonable efforts to obtain early termination” with respect to termination of the waiting period under the HSR Act. If the waiting period under the HSR Act has not expired at such time as the other conditions precedent set forth in Section 14 have been satisfied or otherwise waived, either Party may extend the Closing by up to ninety (90) days (the “HSR Extension”). In the event that Buyer reasonably determines that the transactions contemplated by the terms of this Agreement do not require filing under the HSR Act, Buyer shall provide a letter representing that filing is not required in a form reasonably acceptable to Seller. (B) If the transactions contemplated by this Agreement are enjoined other than through a temporary restraining order (whether preliminarily or permanently) as a result of any injunction or other order in any action or proceeding brought by any Government Authority that seeks to prevent the Closing of this transaction as a violation of any antitrust law as long as the basis of the court order is not solely a violation of Section 7A of the HSR Act, Buyer will make all necessary efforts to effect the dissolution or lifting of any such injunction or other order and to satisfy the conditions set forth in Section 14.3(A).