Merger Clearance Sample Clauses

Merger Clearance. Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 6.5, Parent and the Company agree to take or cause to be taken the following actions:
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Merger Clearance. The Shareholders shall provide any notice to, or obtain the consent of, or clearance from any antitrust, competition or other governmental authority in any jurisdiction if such notice or consent or clearance is required to be given or obtained pursuant to applicable law in connection with the consummation of the transactions, abiding by the corresponding procedural rules. Should the European Commission or any other competent regulatory authority suggest or request explanations, modifications or undertakings in respect of this Agreement or any of its schedules, the Parties shall review them together. Neither Shareholder shall unreasonably withhold its consent for said explanations, modifications or undertakings.
Sample 1
Merger Clearance. The Parties shall cooperate with each other to obtain the required merger clearance as referred to in Clause 4.1.2.
Sample 1
Merger Clearance. The Transaction contemplated in this Agreement: (i) has been expressly approved by the Merger Clearance Authorities either unconditionally or subject to the fulfilment of certain remedies accepted by Telefónica and O2, acting reasonably, and all such remedies have been fulfilled if and to the extent required by the approval decision to allow for completion; (ii) is deemed to have been approved under any of the applicable anti-trust laws; or (iii) does not require approval as determined by the Merger Clearance Authorities.
Sample 1
Merger Clearance. Provided that Sellers comply with Article 8.5 and with the next sentence in this Article 8.6, the merger clearance filings referred to in Articles 9.1, 9.2 and 9.3 shall be made by Purchaser as soon as practicable (and, subject to the proviso at the beginning of this sentence, in any event within ten days) after the Signing Date (or the next business day if said 10th day is not a business day in the applicable jurisdiction). In order to ensure that the relevant conditions precedent are fulfilled as soon as reasonably practicable, Sellers undertake to provide Purchaser promptly with all reasonable assistance and information that is requested by Purchaser in order to obtain merger control related clearance. Purchaser shall: (i) promptly provide the Sellers’ Representative with copies of all material relevant correspondence, documents or other communications received by Purchaser from, or sent by Purchaser to, the German Federal Cartel Office (“FCO”) with respect to the transaction contemplated by this Agreement, with the exception of correspondence, documents or other communications (or portions thereof) that Purchaser determines in good faith contain sensitive information of Purchaser or its affiliates, which correspondence, documents or other communications need not be provided to the Sellers’ Representative; (ii) inform the Sellers’ Representative of any meetings proposed between the FCO and Purchaser and, except to the extent prohibited by the FCO, give Sellers the opportunity to attend such meetings with the authorities; and (iii) incur the costs in connection with the filing of the transaction with the FCO (excluding the Sellers’ own costs). Purchaser must notify the Sellers’ Representative of the satisfaction of either of the conditions precedent set forth in Article 9.1, Article 9.2 or Article 9.3 within two days of Purchaser becoming aware that such condition has been satisfied. Notwithstanding anything to the contrary contained in this Article or elsewhere in this Agreement, neither Purchaser nor any of its affiliates shall have any obligation under this Agreement: (a) to divest or agree to divest (or cause any of its subsidiaries or any of the Acquired Companies to divest or agree to divest) any of its respective businesses, product lines or assets, or to take or agree to take (or cause any of its subsidiaries or any of the Acquired Companies to take or agree to take) any other action or agree (or cause any of its subsidiaries or any of the Acquir...
Sample 1

Related to Merger Clearance

  • Merger Closing The Merger shall have been consummated.

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").

  • The Merger Closing Effective Time 9 2.1 The Merger. 9 2.2 Closing. 9

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Required Vote of the Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.

  • Closing and Effective Time of the Merger The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts time, on the fifth (5th) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At the Closing, the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Required Company Vote The Company Stockholder Approval, being the affirmative vote of a majority of the outstanding shares of the Company Common Stock, is the only vote of the holders of any class or series of the Company's securities necessary to approve this Agreement, the Merger and the other transactions contemplated hereby. There is no vote of the holders of any class or series of the Company's securities necessary to approve the Stock Option Agreement.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

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