Hxxx-Xxxxx-Xxxxxx Act. The waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated.
Hxxx-Xxxxx-Xxxxxx Act. The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.
Hxxx-Xxxxx-Xxxxxx Act. Both parties shall, in cooperation with the other, file (or cause to be filed) with each of the DOJ and the FTC any reports or notifications that may be required to be filed by them under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx") in connection with the transactions contemplated by this Agreement. If PH, based upon the advice of counsel, determines that any filings with the DOJ and the FTC are necessary, NPC and any necessary Affiliates of NPC agree to make any such filings in connection with the transactions contemplated by this Agreement upon request from PHI. Both parties shall promptly comply with all requests for further documents and information made by the DOJ or the FTC, shall use their reasonable best efforts to obtain early termination of all waiting periods under the HSR Act, and shall furnish to the others all such information in its possession as may be necessary for the completion of the reports or notifications to be filed by the others. All fees due from any party to the FTC or the DOJ under the HSR Act in connection with the filing of any of those reports or notifications shall be shared equally by NPC and PHI.
Hxxx-Xxxxx-Xxxxxx Act. Each Purchaser has determined, in good faith and in accordance with 16 C.F.R. § 801.10(c)(3), that the fair market value of the voting securities of the Company already held by such Purchaser, together with the purchase price of the Shares to be acquired by such Purchaser, is not greater than $119.5 million.
Hxxx-Xxxxx-Xxxxxx Act. (a) Notwithstanding anything to the contrary herein, if the exercise of this Warrant by the Registered Holder pursuant to Section 1(a) would, in the opinion of the Company or the Registered Holder, require clearance from the Federal Trade Commission under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (or other regulatory clearance pursuant to applicable competition laws or regulations), then the Company and Registered Holder (i) agree to cooperate to complete such filings and obtain clearance as soon as is commercially reasonable, and (ii) agree that the Company shall not issue the shares of Warrant Stock issuable upon exercise of this Warrant until the Company has received such clearance.
(b) If such filings are required in connection with the exercise of this Warrant, the Company shall bear all costs (including all filing fees and expenses of both the Company and the Registered Holder in connection with such filings) associated with the preparation and filing of the notification forms (each party’s form will be subject to review by the other party) (including the reasonable fees and expenses of counsel to the Registered Holder, not to exceed $20,000).
Hxxx-Xxxxx-Xxxxxx Act. As promptly as practicable, and in any event within twenty (20) days following the execution and delivery of this Agreement by the parties, the Company and the Parent shall each cause to prepared and filed, or shall cause its “ultimate parent” (as defined in the Hxxx-Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”)), to prepare and file, (i) any required notification and report form under the HSR Act and (ii) any pre-merger filings (if any) required of it or any of its Affiliates under any applicable merger control or foreign investment regulations, in each case in connection with the transactions contemplated hereby, the filing fees for which shall, subject to Section 10.10(c), be borne by the Parent; the Company and the Parent shall, or shall cause their ultimate parents to, request early termination of the waiting period thereunder; and the Company and the Parent shall, or shall cause their ultimate parents to, respond with reasonable diligence to any request for additional information made in response to such filings and to cooperate with each other in connection with any such request or any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any governmental authority. Each party hereto shall promptly inform the other of any material communication made to, or received by, such party from any governmental authority regarding any of the transactions contemplated by this Agreement.
Hxxx-Xxxxx-Xxxxxx Act. Buyer and Company, at Buyer’s expense, shall prepare all necessary documentation and perform all other necessary actions to complete all necessary filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and shall each request early termination of the waiting period in their respective filings. The Company and the Buyer shall file a notification and report form pursuant to the HSR Act as promptly as practicable after the date of execution of this Agreement (and in any event within two (2) Business Days of the date of execution of this Agreement). Each party agrees to use reasonable efforts to respond to any request for additional information within five (5) days of receipt of the request. In the event the applicable waiting period (which term includes the extension period) under the HSR Act (a “Required Waiting Period”) has not expired or terminated by the Closing Date, the Closing Date shall be delayed until five (5) Business Days after expiration of the last applicable Required Waiting Period or, if required by law, after approval has been obtained but in no event shall the Closing Date be delayed later than December 21, 2004.
Hxxx-Xxxxx-Xxxxxx Act. Buyer has concluded that the value of the transactions described in this Agreement does not exceed the size-of-transaction jurisdiction test under the Hxxx-Xxxxx-Xxxxxx Act and the rules promulgated thereunder.
Hxxx-Xxxxx-Xxxxxx Act. CFCL (and all entities “controlled by” CFCL for purposes of the United States Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”)) does not hold assets located in the United States with a fair market value of greater than US$80.8 million and has not made aggregate sales in or into the United States of over US$80.8 million in its most recent fiscal year. If, before the Effective Time, the U.S. Federal Trade Commission changes the current US$80.8 million threshold amount for the exemption provided by Rule 802.51 of the HSR Act (Acquisition of voting securities of a foreign issuer), the new threshold amount shall apply and replace the US$80.8 million referenced above effective as of the date of this Agreement.
Hxxx-Xxxxx-Xxxxxx Act. Each of Northstar, Buyer and Buyer Subsidiary will file, as soon as practicable, any Notification and Report Forms and related material that they 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 exercise all reasonable efforts to obtain an early termination of the applicable waiting period, and will make any further filings pursuant thereto that may be necessary or advisable.
