Merger Control Proceedings Sample Clauses
Merger Control Proceedings. (a) Purchaser shall ensure subject to the cooperation of the Sellers that any filings necessary in connection with any merger control clearance referred to in Section 4.1 and any other filings with, or notifications to, any governmental authority required in connection with this Agreement will be made, or if initiated prior to the date of this Agreement, will be completed, without undue delay after the date hereof. Any filings made by Purchaser shall require the prior written consent of Sellers which shall not be unreasonably withheld or delayed. The Sellers will provide Purchaser with all necessary information and/or data that is required to submit a complete filing to the competent authorities without undue delay.
(b) In order to obtain all requisite approvals for the Transaction under merger control Laws, Purchaser and Sellers shall (i) reasonably cooperate in all respects with each other in the preparation of any filing or notification and in connection
A. Prot. 2014/125 CuS 39 with any submission, investigation or inquiry, (ii) supply to any competent authority as promptly as practicable any additional information requested pursuant to any applicable Laws and take all other procedural actions required in order to obtain any necessary clearance or to cause any applicable waiting periods to commence and expire, (iii) promptly provide each other with copies of any written communication received or sent (or written summaries of any non-written communication) in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings and conferences with any competent authority.
(c) Purchaser may waive (zurücknehmen) filings with the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the Sellers which shall not be unreasonably withheld or delayed. Purchaser is obligated to offer, consent, and comply with, obligations or conditions (Auflagen und Bedingungen) or other agreements required by any competent merger control authority as a condition to the clearance of the Transaction, unless such obligations or conditions (Auflagen und Bedingungen) or other agreements (i) involve a divesture of any facility or (ii) have an overall impact on the Enterprise Value of Purchaser’s business after Closing (including the Target Group Companies) in excess of EUR 15,000,000.00. In case that either of the conditions in items...
Merger Control Proceedings. (a) Purchaser shall ensure subject to the cooperation of the Sellers that any filings necessary in connection with any merger control clearance referred to in Section 4.1 and any other filings with, or notifications to, any governmental authority required in connection with this Agreement will be made, or if initiated prior to the date of this Agreement, will be completed, without undue delay after the date hereof. Any filings made by Purchaser shall require the prior written consent of Sellers which shall not be unreasonably withheld or delayed. The Sellers will provide Purchaser with all necessary information and/or data that is required to submit a complete filing to the competent authorities without undue delay.
(b) In order to obtain all requisite approvals for the Transaction under merger control Laws, Purchaser and Sellers shall (i) reasonably cooperate in all respects with each other in the preparation of any filing or notification and in connection
A. Prot. 2014/125 CuS 39 with any submission, investigation or inquiry, (ii) supply to any competent authority as promptly as practicable any additional information requested pursuant to any applicable Laws and take all other procedural actions required in order to obtain any necessary clearance or to cause any applicable waiting periods to commence and expire, (iii) promptly provide each other with copies of any written communication received or sent (or written summaries of any non-written communication) in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings and conferences with any competent authority.
(c) Purchaser may waive (zurücknehmen) filings with the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the Sellers which shall not be unreasonably withheld or delayed. Purchaser is obligated to offer, consent, and comply with, obligations or conditions (Auflagen und Bedingungen) or other agreements required by any competent merger control authority as a condition to the clearance of the Transaction, unless such obligations or conditions (Auflagen und Bedingungen) or other agreements (i) involve a divesture of any facility or (ii) have an overall impact on the Enterprise Value of Purchaser’s business after Closing (including the Target Group Companies) in excess of EUR 15,000,000.00. In case that either of the conditions in items...