HSR Condition. If in the reasonable judgment of the Investor, the Investor's acquisition of Shares upon exercise of its rights under this Section 10 would require a filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), Parent and the Investor each will take such actions as may be required promptly to comply with the requirements of the HSR Act relating to the filing and furnishing of information (an "HSR Report") to the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"), such actions to include (i) preparing and cooperating with each other in preparing the HSR Report to be filed by or on behalf of each of them so as to avoid errors or inconsistencies between their HSR Reports in the description of the reported transaction and to permit the filing of their HSR Reports in a timely fashion, (ii) complying with any request for additional documents or information made by the FTC, the DOJ or any other Governmental Entity or by any court and assisting the other in so complying and (iii) causing all Persons which are part of the same "person" (as defined for purposes of the HSR Act) as such party to cooperate and assist in such compliance. Parent and the Investor each will pay any costs that it incurs in complying with the obligations set forth in this paragraph. It will be a condition precedent to the acquisition of Shares by the Investor that either (i) no filing under the HSR Act by the Investor is required in connection with such acquisition or (ii) any applicable waiting period under the HSR Act has expired or been terminated. If the applicable waiting period under the HSR Act has not expired or been terminated within 180 days after filing of the HSR Report or if the Investor and Parent agree to withdraw the HSR Report, then Parent will use its reasonable best efforts to afford to the Investor the benefits intended to be provided by this Section 10 by granting to the Investor the right to acquire, on the same terms as the securities originally to be acquired, other securities of Parent having substantially the same rights, privileges and preferences as the securities originally to be acquired, except that such other securities will not possess voting rights and will be convertible into the Shares that the Investor was to acquire pursuant to this Section.
HSR Condition. Holdco, Parent and the Company agree that prior to the consummation of the Mergers, any waiting period (and any extension thereof) or approvals applicable to the consummation of the Mergers under the HSR Act or any foreign antitrust or combination law or material filings, consents, approvals and authorizations legally required to be obtained to consummate the Mergers shall have expired, been terminated or obtained, as applicable. Any and all filing fees incurred by any Stockholder in connection with making such filings or obtaining such consents, approvals or authorizations shall be promptly reimbursed by Parent.
HSR Condition. 3.3 The Company shall (and shall procure that the Acquired Group shall) at its own cost:
HSR Condition. The applicable waiting period (and any extension thereof) under the HSR Act or under any similar foreign antitrust or competition law applicable to the Merger or the Transactions shall have expired or been terminated, or, where applicable, approval under such laws shall have been obtained (the “HSR Condition”).
HSR Condition. “HSR Condition” shall refer to the condition described in (2)(d) of Annex I.
HSR Condition. If in the reasonable judgment of the Purchaser, the Purchaser's acquisition of shares of Common Stock upon exercise of its rights under this Section 6.2 would require a filing under the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "HSR Act"), the Company and the Purchaser each will take such actions as may be required promptly to comply with the requirements of the HSR Act relating to the filing and furnishing of information (an "HSR Report") to the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"), such actions to include (i) preparing and cooperating with each other in preparing the HSR Report to be filed by or on behalf of each of them so as to avoid errors or inconsistencies between their HSR Reports in the description of the reported transaction and to permit the filing of their HSR Reports in a timely fashion, (ii) complying with any request for additional documents or information made by the FTC, the DOJ or any other Governmental Authorities and assisting the other in so complying and (iii) causing all persons which are part of the same "person" (as defined for purposes of the HSR Act) as such party to cooperate and assist in such compliance. The Company and Purchaser each
HSR Condition. 30.1 The effectiveness of this Agreement and the Parties' rights and obligations under this Agreement are conditioned upon expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976 (the "HSR Waiting Period"). The Parties agree to request early termination or waiver of the HSR Waiting Period. All payments that would otherwise have been payable during the period between the Effective Date and the termination of the HSR Waiting Period shall be paid within three (3) business days of termination of the HSR Waiting Period.
