Common use of HSR Condition Clause in Contracts

HSR Condition. If in the reasonable judgment of Infineon, Infineon's acquisition of shares of Ramtron Common Stock upon exercise of its rights under this Section would require a filing under the HSR Act or under any similar body of law of the European Union or any Member State thereof, Ramtron and Infineon each will take such actions as may be required promptly to comply with the requirements of the HSR Act or under any similar body of law of the European Union or any Member State thereof 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") or the appropriate governmental authority, 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. Ramtron and Infineon 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 of Ramtron Common Stock by Infineon that either (i) no filing under the HSR Act or under any similar body of law of the European Union or any Member State thereof by Infineon is required in connection with such acquisition or (ii) any applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has expired or been terminated. If the applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has not expired or been terminated within 180 days after filing of the HSR Report or if Infineon and Ramtron agree to withdraw the HSR Report, then Ramtron will use its reasonable best efforts to afford to Infineon the benefits intended to be provided by this Section by granting to Infineon the right to acquire, on the same terms as the securities originally to be acquired, other securities of Ramtron 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 Infineon was to acquire pursuant to this Section 7.5.

HSR Condition. If in the reasonable judgment of Infineonthe Investor, Infineonthe Investor's acquisition of shares of Ramtron Common Stock 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 or under any similar body of law of Act"), Parent and the European Union or any Member State thereof, Ramtron and Infineon Investor each will take such actions as may be required promptly to comply with the requirements of the HSR Act or under any similar body of law of the European Union or any Member State thereof 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") or the appropriate governmental authority), 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 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. Ramtron Parent and Infineon 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 of Ramtron Common Stock Shares by Infineon the Investor that either (i) no filing under the HSR Act or under any similar body of law of by the European Union or any Member State thereof by Infineon Investor is required in connection with such acquisition or (ii) any applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has expired or been terminated. If the applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has not expired or been terminated within 180 days after filing of the HSR Report or if Infineon the Investor and Ramtron Parent agree to withdraw the HSR Report, then Ramtron Parent will use its reasonable best efforts to afford to Infineon the Investor the benefits intended to be provided by this Section 10 by granting to Infineon the Investor the right to acquire, on the same terms as the securities originally to be acquired, other securities of Ramtron 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 Shares that Infineon the Investor was to acquire pursuant to this Section 7.5Section.

HSR Condition. If in the reasonable judgment of Infineon, Infineon's ------------- acquisition of shares of Ramtron Common Stock upon exercise of its rights under this Section would require a filing under the HSR Act or under any similar body of law of the European Union or any Member State thereof, Ramtron and Infineon each will take such actions as may be required promptly to comply with the requirements of the HSR Act or under any similar body of law of the European Union or any Member State thereof 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") or the appropriate governmental authority, 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. Ramtron and Infineon 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 of Ramtron Common Stock by Infineon that either (i) no filing under the HSR Act or under any similar body of law of the European Union or any Member State thereof by Infineon is required in connection with such acquisition or (ii) any applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has expired or been terminated. If the applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has not expired or been terminated within 180 days after filing of the HSR Report or if Infineon and Ramtron agree to withdraw the HSR Report, then Ramtron will use its reasonable best efforts to afford to Infineon the benefits intended to be provided by this Section by granting to Infineon the right to acquire, on the same terms as the securities originally to be acquired, other securities of (e) Ramtron 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 Infineon was to acquire pursuant to this Section 7.5.

HSR Condition. If in the reasonable judgment of Infineonthe Investor, Infineonthe Investor's acquisition of shares of Ramtron Common Stock Shares upon exercise of its rights under this Section 10 would require a filing under the HSR Hart-Scott-Rodino Antitrust Improvements Act or under any similar body of law of 1976, as amended (txx "XXX Xxx"), Xxrent and the European Union or any Member State thereof, Ramtron and Infineon Investor each will take such actions as may be required promptly to comply with the requirements of the HSR Act or under any similar body of law of the European Union or any Member State thereof 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") or the appropriate governmental authority), 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 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. Ramtron Parent and Infineon 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 of Ramtron Common Stock Shares by Infineon the Investor that either (i) no filing under the HSR Act or under any similar body of law of by the European Union or any Member State thereof by Infineon Investor is required in connection with such acquisition or (ii) any applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has expired or been terminated. If the applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has not expired or been terminated within 180 days after filing of the HSR Report or if Infineon the Investor and Ramtron Parent agree to withdraw the HSR Report, then Ramtron Parent will use its reasonable best efforts to afford to Infineon the Investor the benefits intended to be provided by this Section 10 by granting to Infineon the Investor the right to acquire, on the same terms as the securities originally to be acquired, other securities of Ramtron 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 Shares that Infineon the Investor was to acquire pursuant to this Section 7.5Section.