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:
(i) the prompt use of their respective reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including the proffer (and agreement) by Parent of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company after the occurrence of the Effective Time and/or Parent or either’s respective Subsidiaries (in the case of the Company, after the occurrence of the Effective Time) (and the entry into agreements with, and submission to orders of, the Antitrust Division of the U.S. Department of Justice, the U.S. Federal Trade Commission, and the German Federal Cartel Office (“Government Antitrust Entity”) giving effect thereto), if such action should be necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened (A) commencement of any administrative, judicial or other proceeding in any forum by any Government Antitrust Entity or (B) issuance of any order, decree, decision, determination or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Government Antitrust Entity; and
(ii) the prompt use of their respective reasonable best efforts, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable or threatened to be entered or issued, in any proceeding, review or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on the schedul...
Merger Clearance. The Parties shall cooperate with each other to obtain the required merger clearance as referred to in Clause 4.1.2.
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.
Merger Clearance. Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 6.6, Parent, Merger Sub and the Company each agree to take or cause to be taken the following actions:
(i) Each of Parent, Merger Sub and the Company will promptly inform the other party upon receipt of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If Parent, Merger Sub or the Company (or any of their respective affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party (or approval of the Company if Section 6.6(b) is applicable), an appropriate response in compliance with such request. The Company agrees not to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with Parent in advance and, to the extent not prohibited by such Governmental Entity, gives Parent the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use all reasonable efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory Laws, including (subject to first having used all reasonable efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable ...
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.
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...
