Merger Control Filings Sample Clauses

Merger Control Filings. 20.1 Without undue delay after the Signing Date, Purchaser, on behalf of the Parties, or, where applicable Law requires each Party to make its own filing, each Party, shall make the Merger Control Filings. Seller will cooperate fully and promptly with Purchaser in exchanging such information and providing such assistance as Purchaser may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods. With regard to any Merger Control Filing or any other filing with or approval by any Governmental Authority requested or necessary for the completion of the transactions contemplated in this Agreement, the Parties shall (i) co-operate in all respects with each other in the preparation of any filing and in connection with any submission, investigation or inquiry, (ii) respond without undue delay to any request from a competent Governmental Authority for additional information pursuant to any applicable Laws, and take all other procedural actions reasonably required in order to obtain the Merger Control Clearances or any necessary clearance or to cause any applicable waiting periods to commence and expire, (iii) provide each other without undue delay with copies of any written information in connection with any Proceeding, (iv) contact any competent Governmental Authority only after consultation with the other Party and (v) without undue delay inform each other in advance of the time and place of any meetings and conferences with the competent Governmental Authority and give each other and their respective advisors the opportunity to participate in all such meetings and conferences.
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Merger Control Filings. The information provided by the Company to the Purchaser (i) to determine if merger control filings are required under any antitrust or competition Law and (ii) in connection with any such filings, is accurate and complete.
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Merger Control Filings. 7.1.1 Sellers and Purchaser shall closely cooperate to obtain merger control clearance of the Transaction at the respective Party's own costs, whereby any filing costs shall be borne by the Purchaser, as soon as reasonably possible with all competent merger control authorities in the jurisdiction of (i) the United States of America and (ii) if required in the Republic of Cyprus (each a “Merger Control Approval”, and the respective authority, a “Merger Control Authority”); whereby the Parties acknowledge that it will only be finally assessed after the Signing Date whether a filing for merger control clearance in the Republic of Cyprus will be required.
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Merger Control Filings. 6.1 Notwithstanding any other provisions of this Agreement the parties acknowledge and agree that no representations and/or Warranties are given in relation to Merger Control Filings.
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Merger Control Filings. At the written request of Licensee, each of Relay and Licensee, as appropriate, will, within [***] after receipt of Licensee’s written request under this Article 17 (or such later time as may be agreed to in writing by the Parties), file any Merger Control Filing required under any other applicable Antitrust Law in the reasonable opinion of Licensee with respect to the transactions contemplated by this Agreement. The Parties will cooperate with one another to the extent necessary in the preparation of any such Merger Control Filing. Each Party will pay: [***].
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Merger Control Filings. The information provided by Miranda to the Acquiror to determine if merger control filings required under any antitrust or competition Law is accurate and complete in all material respects.
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Merger Control Filings. At the written request of Gilead, each of SR and Gilead, as appropriate, will, within [***] Days after receipt of Gilead’s written request under this Section 4.3.2 (or such later time as may be agreed to in writing by the Parties), file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any Merger Control Filing required of it under the HSR Act or any other Merger Control Filing required under any other applicable Antitrust Law in the reasonable opinion of Gilead with respect to the transactions contemplated by this Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such Merger Control *** Confidential Treatment Requested ***
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Merger Control Filings. The applicable waiting period, together with any extensions thereof, under the HSR Act and under the other applicable non-US merger control Laws set forth in Section 8.01(b) of the Disclosure Schedule, having expired or been terminated, or clearance in writing on terms reasonably satisfactory to Parent and the Company having been received.
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Related to Merger Control Filings

  • Governmental Filings The parties shall have made any filing required with Governmental Entities, and any approvals shall have been obtained or any applicable waiting periods shall have expired. If a proceeding or review process by a Governmental Entity is pending in which a decision is expected, Seller shall not be required to consummate the transactions contemplated by this Agreement until such decision is reached or rendered, notwithstanding Seller's legal ability to consummate the transactions contemplated by this Agreement prior to such decision being reached or rendered.

  • Acquiror Public Filings From the date hereof through the Closing, Acquiror will keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Securities Laws.

  • HSR Filings Each party hereto shall file or cause to be filed with the Federal Trade Commission and the Department of Justice any notifications required to be filed by itself or its respective "ultimate parent" company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. Such parties will use all commercially reasonable efforts to make such filings within 200 days after the date hereof, and to respond promptly to any requests for additional information made by either of such agencies.

  • All Filings Made All filings (including UCC filings) necessary in any jurisdiction to give the Issuing Entity a first perfected ownership interest in the Receivables, and to give the Indenture Trustee a first perfected security interest therein, shall have been made.

  • UCC Filings If the related Mortgaged Property is operated as a hospitality property, Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.

  • Antitrust Filings (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company.

  • Public Filings The documents filed by the Company (the "Public Filings") with the Commission at the time they were filed with the Commission, complied in all material respects with the requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations promulgated thereunder, as applicable. The Public Filings do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

  • Transfer Filings (i) The Seller is the sole owner of the rights and interests under the Financing Order to be sold to the Issuer on the Transfer Date.

  • Antitrust Approvals All terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement, including under the HSR Act and any other Antitrust Laws, shall have occurred and all other notifications, consents, authorizations and approvals required to be made or obtained from any Governmental Entity under any Antitrust Law shall have been made or obtained for the transactions contemplated by this Agreement.

  • Filings The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.

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