Hxxx-Xxxxx-Xxxxxx. Any applicable waiting period under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or been terminated.
Hxxx-Xxxxx-Xxxxxx. As and when Buyer reasonably requests, each of Seller and Parent shall prepare and file such documents with the Federal Trade Commission and the United States Department of Justice as may be required to comply with the Hxxx-Xxxxx-Xxxxxx Act in connection with the Sale and the Assumption, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with the Sale and the Assumption. Each of Seller and Parent will take all reasonable actions, and will file and use reasonable efforts to have declared effective or approved all such documents and notifications (when filed) with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Sale and the Assumption.
Hxxx-Xxxxx-Xxxxxx. If applicable, the HSR Clearance shall have been obtained.
Hxxx-Xxxxx-Xxxxxx. All applicable waiting periods under the HSR Act shall have expired or been terminated without action by the Justice Department or the Federal Trade Commission to prevent the consummation of the transactions described in this Agreement and the Ancillary Agreements.
Hxxx-Xxxxx-Xxxxxx. The waiting period (and any extensions thereof) under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated, and all other authorizations, consents and approvals of Governmental Authority required for consummation of the transactions contemplated hereby shall have been obtained.
Hxxx-Xxxxx-Xxxxxx. Seller and Purchaser acknowledge that the transaction contemplated by this Agreement may be subject to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and it will be a condition to the Closing hereunder that the parties obtain such approvals as may be required under the HSR Act. The parties agree to cooperate in good faith in exchanging relevant information including investigation of applicable exemptions to filing and the parties agree to cooperate in filing any documents required under the HSR Act. Each party will bear its own costs, fees and expenses in making such filing. If the parties agree that no exemption applies and filing is required and any approval required under the HSR Act has not been received on or before six (6) months from the date hereof, then this Agreement shall automatically terminate, whereupon no party hereto will have any further rights or obligations hereunder, except as may otherwise be expressly provided herein.
Hxxx-Xxxxx-Xxxxxx. (a) Within ten (10) Business Days following the execution of this Agreement, Sellers and Buyer shall complete any filing that may be required pursuant to Hxxx-Xxxxx-Xxxxxx (each an “HSR Filing”). Sellers and Buyer shall diligently take, or fully cooperate in the taking of, all necessary and proper steps and provide any additional information reasonably requested in order to comply with the requirements of Hxxx-Xxxxx-Xxxxxx; provided, however, that, in the event Sellers or Buyer receive a “second request” for information from either the Federal Trade Commission or the Department of Justice with respect to the HSR Filing, Sellers may refuse to comply with such “second request”. Buyer shall in no event be obligated to comply with any order made or condition imposed by the Department of Justice or the FTC that Buyer divest any assets or businesses, including any businesses or assets of the Stations, or to hold separate any such assets or businesses pending such divestiture.
(b) In the event Sellers refuse to comply with such “second request” and Buyer terminates this Agreement as provided in Section 9.3(d) hereof, Sellers shall pay to Buyer within two (2) Business Days after such termination in immediately available funds the amount of Two Million Eight Hundred Thousand Dollars ($2,800,000.00) (the “HSR Termination Fee”).
(c) In the event Sellers agree to comply with such “second request,” Sellers shall not be obligated to pay to Buyer the HSR Termination Fee, and Buyer shall agree to assume at the Effective Time the severance agreements which Sellers determine to enter into with those employees (or their replacements) as set forth on Schedule 6.2(c) hereof; provided such severance agreements shall entitle such employee to receive not more than the amounts set forth on Schedule 6.2(c); such entitlement to arise with respect to any such employee only if such employee is terminated by Buyer within one year following the Effective Time
Hxxx-Xxxxx-Xxxxxx. The acquisition of the Property being acquired on such Property Closing Date does not conflict with, violate, or require the consent of any governmental entity, under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.
Hxxx-Xxxxx-Xxxxxx. The Buyer and the Company will file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hxxx-Xxxxx-Xxxxxx Act, will use its commercially reasonable efforts to obtain an early termination of the applicable waiting period, and will make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. The fees and expenses of any such filing shall be borne 50% by the Buyer and 50% by the Company.
Hxxx-Xxxxx-Xxxxxx. Gxxx Logic and the Company hereby agree that (i) the Outstanding Company Shares constitute all of the “voting securities” of the Company to be “held” by Gene Logic “as a result of the acquisition” described in this Agreement (in each case, as such terms are defined in Section 7A of the Cxxxxxx Act, 15 U.S.C. §18a, and/or the regulations promulgated thereunder (collectively, the “HSR Rules”)); (ii) the “acquisition price has been determined” (as such term is defined in the HSR Rules) to be less than $50,000,000 for the Outstanding Company Shares (i.e., the aggregate merger consideration consisting of $52,017,093, less an amount in excess of $5 million representing consideration to be paid to Option Holders); and consequently, (iii) neither Gene Logic nor the Company is required to complete and file a Notification and Report Form under the HSR Rules in connection with Gene Logic’s acquisition of the Outstanding Company Shares.
