MERGER CONTROL LEGISLATION Sample Clauses

MERGER CONTROL LEGISLATION. (a) The Parties acknowledge that filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “U.S. HSR Act”) and the Spanish Competition Act of 2007 (the “SCA”) are required in connection with the Transactions and filings under comparable merger control legislation in other jurisdictions (collectively with the U.S. HSR Act and the SCA, “Merger Control Legislation”) may be required in connection with the Transactions. Biogen Idec and Elan will consult with each other promptly following the Execution Date with regard to the jurisdictions in which additional filings are required and in which jurisdictions such required filings shall be made. The “Clearance Date” shall mean the date upon which the applicable waiting period under the U.S. HSR Act shall have expired or been terminated with respect to this Agreement and any clearance, consent, decision or other approval has been received, or any applicable waiting period has expired, as is necessary to permit the Transactions to proceed in (i) Spain and (ii) any other jurisdiction where Biogen Idec has determined, after consultation with Elan pursuant to the immediately preceding sentence and upon advice of counsel, any additional filing is required. “Merger Control Legislation Authorities” shall mean all relevant governmental authorities under applicable Merger Control Legislation, including the FTC and DOJ, as defined below.
Sample 1
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MERGER CONTROL LEGISLATION. None of the Non-US Companies has been involved in any merger or take-over prior to the date of this Agreement nor been the object of a report of the Competition Authority under the Irish Mergers and Take-overs (Control) Acts 1978 to 1996 or the equivalent under the law of the jurisdiction of its incorporation and none of the Non-US Companies has been involved in any arrangement or transaction or agreement which is or was a concentration with a community dimension within the meaning of Council Regulation (EEC) No. 4064/89 of 21 December 1989 on the control of concentrations between undertakings (the "MERGER CONTROL REGULATION") and none of the Non-US Companies is or has been involved prior to or at the date of this Agreement in any arrangement or transaction or agreement which at the request of a Member State has been the subject of findings or decisions of the Commission of the European Communities pursuant to Article 22 of the Merger Control Regulation.
Sample 1
MERGER CONTROL LEGISLATION. None of the Irish Companies has been involved in any merger or take-over prior to the date of this Agreement nor been the object of a report of the Competition Authority under Section 8(1) of the Mergers Act or its Belgian equivalent or has been involved in any arrangement or transaction or agreement which is or was a concentration with a community dimension within the meaning of Council Regulation (EEC) No. 4064/89 of 21 December 1989 on the control of concentrations between undertakings (the "MERGER CONTROL REGULATION") and none of the Irish Companies is or has been involved prior to or at the date of this Agreement in any arrangement or transaction or agreement which at the request of a Member State has been the subject of findings or decisions of the Commission of the European Communities pursuant to Article 22 of the Merger Control Regulation.
Sample 1

Related to MERGER CONTROL LEGISLATION

  • Implementation Legislation The Contracting Parties shall enact any legislation necessary to comply with, and give effect to, the terms of the Agreement.

  • Moratorium legislation To the fullest extent permitted by law, the provisions of all statutes whether existing now or in the future operating directly or indirectly: (a) (To affect obligations): to lessen or otherwise to vary or affect in favour of any party any obligation under this Agreement; or (b) (To affect rights): to delay or otherwise prevent or prejudicially affect the exercise of any rights or remedies conferred on a party under this Agreement, are hereby expressly waived, negatived and excluded.

  • Applicable Legislation If and to the extent that any provision of this Agreement limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, the mandatory requirement will prevail. The Corporation and the Subscription Receipt Agent each will at all times in relation to this Agreement and any action to be taken hereunder observe and comply with and be entitled to the benefits of Applicable Legislation.

  • Data Protection Legislation the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation.

  • Corrupt Practices Legislation (i) Neither Tahoe nor any of its subsidiaries, nor, to Tahoe’s knowledge, any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Tahoe or any of its subsidiaries has offered or given, and Tahoe is not aware of or does not have any knowledge of any person that has offered or given on its behalf, anything of value to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, for the purpose of any of the following: (A) influencing any action or decision of such person, in such person’s official capacity, including a decision to fail to perform such person’s official function in order to obtain or retain an advantage for Tahoe or any of its subsidiaries in the course of business; (B) inducing such person to use such person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist Tahoe or any of its subsidiaries in obtaining or retaining business for, with, or directing business to, any person or otherwise to obtain or retain an advantage in the course of business; or (C) where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment to assist Tahoe or the subsidiary in obtaining or retaining business for, with, or directing business to, any person. (ii) There have been no actions taken by Tahoe, any of its subsidiaries or, to the knowledge of Tahoe, by any persons on behalf of Tahoe or any of its subsidiaries, that would cause Tahoe or its subsidiaries or such persons to be in violation of the Corruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act of 1977 (United States) (collectively, the “Corruption Acts”) or any similar legislation in any jurisdiction in which Tahoe or any of its subsidiaries conduct their business and to which Tahoe or any of its subsidiaries may be subject. (iii) The financial records of Tahoe and its subsidiaries have at all times been maintained in compliance with the Corruption Acts. (iv) There are no proceedings or investigations under the Corruption Acts or any similar legislation in any jurisdiction in which Tahoe and its subsidiaries conduct their business pending against Tahoe or any of its subsidiaries, nor any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Tahoe or any of its subsidiaries, or to the knowledge of Tahoe, threatened against or affecting, Tahoe or any of its subsidiaries or any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Tahoe or any of its subsidiaries.

  • Future Legislation In the event that any future legislation renders null and void or materially alters any provision of this Agreement, the remaining provisions shall remain in effect for the term of the Agreement, and the parties hereto shall negotiate a mutually agreeable provision to be substituted for the provision so rendered null and void or materially altered.

  • Sanctions Laws and Regulations The Borrower shall not, directly or indirectly, use the proceeds of the Loans or any Letter of Credit or lend, contribute or otherwise make available such proceeds to any Guarantor, Subsidiary, Unconsolidated Affiliate or other Person (i) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such funding is itself the subject of territorial sanctions under applicable Sanctions Laws and Regulations, (ii) in any manner that would result in a violation of applicable Sanctions Laws and Regulations by any party to this Agreement, or (iii) in any manner that would cause the Borrower, the Guarantors or any of their respective Subsidiaries to violate the United States Foreign Corrupt Practices Act. None of the funds or assets of the Borrower or Guarantors that are used to pay any amount due pursuant to this Agreement shall constitute funds obtained from transactions with or relating to Designated Persons or countries which are themselves the subject of territorial sanctions under applicable Sanctions Laws and Regulations. Borrower shall maintain policies and procedures designed to achieve compliance with Sanctions Laws and Regulations.

  • References to Statutes, Public Acts, Regulations, Codes and Executive Orders All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

  • Privacy Legislation The parties acknowledge that federal and/or provincial legislation that addresses the protection of individual’s personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Agreement. Despite any other provision of this Agreement, neither party will take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation will, prior to transferring or causing to be transferred personal information to the Rights Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or will have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Rights Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.

  • Subsequent Legislation If the General Corporation Law of Delaware is amended after adoption of this Agreement to expand further the indemnification permitted to directors or officers, then the Corporation shall indemnify Indemnitee to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.

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