Merger control clearances Sample Clauses

Merger control clearances. After publication of this Offer Document and at the latest by [●]1 2021, each of the Offer Conditions set out in Section 12.1.1 (a)-(d) of this Offer Document have been fulfilled:
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Merger control clearances. Each of the competent Merger Control Authorities, wherever a notification or approval procedure is mandatory and suspensive, shall either (i) have authorized, formally or by tacit decision where applicable, the transactions contemplated hereby or (ii) have decided under the applicable Competition Laws that the transactions contemplated hereby do not give rise to a concentration falling within the scope of such regulations. For the avoidance of doubt, the waiting period (and any extension thereof) of the HSR Act shall have been terminated or expired in order to satisfy this Section 13.1.1.
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Merger control clearances. Closing shall be subject to the condition precedent that all required merger control clearances are obtained.
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Merger control clearances. (a) The Parties shall use their best endeavours to ensure that the Merger Control Clearances are obtained as soon as possible after the Signing Date. Purchaser shall have primary responsibility for obtaining the Merger Control Clearances and shall take all steps necessary for that purpose (including making appropriate submissions, notifications and filings), in consultation with Seller within ten (10) Business Days after the Signing Date. Purchaser shall for this purpose:
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Merger control clearances. (i) in the United States, the statutory waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated; (ii) in Germany, the German Federal Cartel Office (“Bundeskartellamt”) having decided that the prohibition criteria in Section 36 German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, “GWB”) are not satisfied or the waiting periods according to Section 40 para. 1 sent. 1 or Section 40 para. 2 sent. 2 GWB shall have expired without the Bundeskartellamt having issued a prohibition of the Transaction or initiated an in-depth review (phase II); (iii) in the UK, as at the date on which all other conditions are satisfied or waived, the Competition and Markets Authority (“CMA”), having responded to a briefing paper in writing that it has no further questions in relation to the Transaction (and having not otherwise opened an inquiry, or indicated that it is still investigating whether it may do so); or confirmation having been received in writing from the CMA that the CMA does not intend to make Phase 2 reference pursuant to the Enterprise Xxx 0000 in connection with the Transaction or any matters arising therefrom (including as a result of the acceptance of undertakings in lieu of a reference); or the period within which the CMA is required to decide whether the duty to make a Phase 2 reference with respect to the Transaction or any matters arising therefrom has expired without such a decision having been made; or where the Transaction or any part of it has been referred for a Phase 2 investigation, the CMA deciding that the Transaction or the part referred for a Phase 2 investigation may proceed (“Merger Control Clearances”).
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Related to Merger control clearances

  • Antitrust Approvals The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.

  • HSR Clearance All applicable waiting periods under the HSR Act shall have expired or been terminated.

  • Antitrust Approval The Company and the Purchaser acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of shares of Company Common Stock upon conversion of the Notes. The Purchaser will promptly notify the Company if any such filing is required on the part of the Purchaser. To the extent reasonably requested, the Company, the Purchaser and any other applicable Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of shares of Company Common Stock upon conversion of Notes held by the Purchaser or any Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes outstanding and owned by Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

  • Exchange Clearance On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Option Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Regulatory Filings and Approvals Copies of all necessary governmental and third party approvals, registrations, and filings in respect of the transactions contemplated by this Agreement;

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • Regulatory Approvals and Related Matters (a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly (and in any event within 10 days) after the date of this Agreement, prepare and file the notifications required under any Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger. The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Body required to be made pursuant to any Antitrust Laws (including the HSR Act) (the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Body in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Bodies in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Bodies for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, any Legal Requirements, including the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Body such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other Contemplated Transactions, keep the other party reasonably informed as to the status of any such Legal Proceeding or threat, and in connection with any such Legal Proceeding, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding.

  • Government Approvals and Required Consents The Company, the Stockholders, NewCo and APP shall have obtained all licenses, permits and all necessary government and other third-party approvals and consents required under any law, statements, rule, regulation or ordinance to consummate the transactions contemplated by this Agreement.

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

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