MERGER CONTROL. The Parties concur that the consummation of this Agreement is not subject to any filing requirements by any relevant and competent competition authority.
MERGER CONTROL. Any waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Assets contemplated hereby shall have expired or shall have been terminated.
MERGER CONTROL. (1) The Buyer shall as promptly as possible after the Signing of this Agreement file notifications for approval of the delivery of the Shares to the Buyer with competition authorities as required by law the "COMPETITION AUTHORITIES", and any of such Competition Authorities herein referred to as a "COMPETITION AUTHORITY").
(2) The Seller shall assist the Buyer in preparing such notifications.
(3) If the transactions envisaged in this Agreement are prohibited by a Competition Authority, the Buyer shall generally do its best to have this decision reverted. In particular, the Buyer shall appeal, if necessary and reasonable up to the highest judicial authority, against such prohibition. In the unlikely situation such a negative decision would be confirmed by the appeal jurisdictions, all parts of this Agreement governing the sale and delivery of the Shares and the payment of the Purchase Price (except in respect of any Sections in relation to confidentiality, notices, law and jurisdiction) shall become invalid and unenforceable at the same time when such prohibition is notified upon the Buyer.
(4) Clearance of the transactions envisaged in this Agreement under the applicable merger control provisions will for purposes of this Agreement also be deemed to have been granted if such clearance is associated with obligations and/or conditions imposed upon the Buyer.
MERGER CONTROL. There are no merger control clearances required pursuant to the applicable Laws of the Cayman Islands or the United States of America in order to consummate the transactions contemplated by this Agreement.
MERGER CONTROL. Having regard to the purpose for which they were provided, all information provided by or on behalf of the Vendors to the Purchaser and/or to the Purchaser’s Solicitors prior to the date of this Agreement specifically for the purpose of the CMA Notification is true and accurate.
MERGER CONTROL. The merger control clearance under the applicable European merger control rules, or under the applicable merger control rules of any European Union Member State, are obtained or are deemed to be obtained, e.g. because of the lapse of waiting periods or because jurisdiction has been declined.
MERGER CONTROL. 13.1 The Seller hereby confirms that the relevant turn-over of the Companies in the past full business year was below EUR 5,000,000 (per Company and in total).
13.2 The Parties therefore agree that the transfer of the Sold Shares is not subject to merger control clearance by or any form of notification procedure with the competent merger control authority.
MERGER CONTROL authorizations
MERGER CONTROL. The Company will (i) cause the Merger to be consummated as promptly as practical and in no event later than the date which is 180 days after the Initial Borrowing Date, (ii) take all actions available to it to cause designees of the Company to constitute a majority of the Board of Directors of Eljer as promptly as reasonably practical after the Initial Borrowing Date (and in no event later than the Merger Date), (iii) comply with all of its covenants and agreements contained in the Merger Agreement, (iv) exercise all of its rights and powers to cause Eljer to comply with all of Eljer's covenants and conditions contained in the Merger Agreement and (v) not waive or agree to amend any covenant binding upon Eljer and its -103- -45- Subsidiaries that is set forth in the Merger Agreement if such waiver or amendment would result in a breach of any of the covenants contained in this Agreement (other than pursuant to the preceding clause (iv)).
MERGER CONTROL. 4.1 The Partners agree that the Condition Precedent pursuant to Section 2 shall be satisfied upon the consummation of the transactions contemplated under this Agreement (the “Transaction”) having been unconditionally cleared (or being deemed to be cleared, pursuant to the applicable laws) by all Relevant Competition Authorities (as determined pursuant to Section 4.2 below) (such date the “Clearance Date”).
4.2 Without undue delay after the date hereof (the “Signing Date”), Rocket and SMART shall instruct their respective antitrust lawyers to continue and finalize their review whether (and if so, to what extent) the consummation of the Transaction requires an antitrust clearance in any applicable jurisdiction. The Partners shall ensure that their antitrust lawyers have finalized their review within ten (10) Business Days following the date hereof (the “Review End Date”) and shall for such purpose provide their antitrust lawyers with all information and cooperation which is reasonably required and available for such review, provided that Section 4.4 3rd sentence shall apply mutatis mutandis. At the latest on the Review End Date, the Partners shall inform each other and MePay Global in writing about any jurisdiction with respect to which in their opinion (acting reasonably) an antitrust clearance is required as a legally binding prerequisite in order to implement the Transaction (each competent authority in the respective jurisdictions a “Relevant Competition Authority”).
4.3 If at the Review End Date no Relevant Competition Authority has been indicated by any Partner, the Partners are obliged to waive the Condition Precedent pursuant to Section 2.
4.4 If at the Review End Date a Relevant Competition Authority has been indicated by any Partner, the Partners shall use best commercial efforts to procure that the Clearance Date will occur without undue delay. The Partners intend to notify this Agreement to any Relevant Competition Authority without undue delay but in no event later than twenty (20) Business Days after the Review End Date. Each Party shall deliver all required information available to itself or any third party under its influence accurately, completely and in a timely manner, which is necessary or expedient for the notification of this Agreement to any Relevant Competition Authority as well as any assistance, information and documentation reasonably required by MePay Global or MePay Global’s counsel for the purpose of the filing. The Partners agr...
