Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, and will cause any of their respective Affiliates that may be required under applicable Law to do so to make, all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictions. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Authority under this Section 4.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so comply.
(b) The Company and Parent each will use commercially reasonable efforts to promptly (i) supply each other with any information which reasonably may be required in order to effectuate such filings and (ii) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Law, each party will consult with the other party prior to taking a substantive position with respect to any such filing, will permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority and promptly provide the other party (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, inf...
Merger Notification. It is recorded that the Transaction will not result in an acquisition of control as contemplated by Chapter 3 of the Xxxxxxxxxxx Xxx, 0000 which will require the approval of the Competition Commission or the Competition Tribunal prior to the Transaction being implemented.
Merger Notification. 9.1 If the approval of the Competition Authorities is required in law, the Parties shall follow the procedure set out below.
9.2 The Purchaser’s Attorneys (or their nominees) shall as soon as reasonably possible after the Signature Date prepare and submit the requisite merger notice/s to the Competition Authorities.
9.3 Each Party shall –
9.3.1 sign all documents and expeditiously provide all necessary information upon being required to do so;
9.3.2 use its reasonable endeavours and shall take all such steps and render all such assistance as may be reasonably necessary to procure that the requisite merger notice/s are properly prepared as soon as practicable after the Signature Date; and
9.3.3 do everything required by the Competition Authorities in order to enable the merger notification to be dealt with, to the extent that it is within its power to do so.
9.4 The Purchaser shall be responsible for the costs of and associated with the filing of the merger notice/s and subsequent attendances on and any applications to the Competition Authorities. The costs shall include the filing fee payable in connection with the filing of the merger notice/s.
Merger Notification. To the extent applicable, as soon as may be reasonably practicable, the Company and Parent shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Entity in connection with the Merger and the transactions contemplated hereby, including any filings required by the merger notification or control laws or regulations of any other applicable jurisdictions identified in Section 6.2 of the Disclosure Schedule. Each of Parent and the Company shall cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.2 to comply in all material respects with applicable law.
Merger Notification. The Purchaser shall be responsible for the Merger Notification. The Seller shall cooperate with the Purchaser in the preparation of all forms, reports and information required in connection with the Merger Notification and will deliver in due time and in an expeditious manner all the documentation and information required for the Merger Notification and such other information and documentation that, from time to time, may be deemed necessary and/or requested by the competition authorities.
Merger Notification. 55 16.1 Notification of the Transactions.................................. 55 16.2 Clearance of the Transactions subject to Conditions............... 56 16.3 Non-Clearance of the Transactions................................. 57
Merger Notification. The transaction contemplated by this Agreement has already been notified to and approved by the FCO. A copy of respective letter from the FCO is attached as Annex 23.
Merger Notification. Based on a confirmation of Purchaser’s legal counsel provided by the Purchaser to the Seller the Parties agree that the statutory conditions for notifying the German Cartel office (Bundeskartellamt) or filings pursuant to the HRS-Act to the FTC and the Antitrust Divison of the Dept. of Justice of the USA of the merger contemplated by this Agreement are not met. The Parties are of the opinion that in no other jurisdiction in which the Seller, the Purchaser, the Acquired Company and each of its Subsidiaries are doing business, a governmental approval for the transaction contemplated herein is required.
Merger Notification. To the extent applicable, as soon as may be reasonably practicable, the Company and Parent (and any applicable Stockholder of the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Entity in connection with the Merger and the transactions contemplated hereby. Each of Parent and the Company shall cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.8 to comply in all material respects with applicable law.
Merger Notification. 5.1 The sale of the Sale Shares in terms of this Agreement and other transactions necessary to implement this Agreement (including, but not limited to, the Remaining Shareholder Restructure) may require the approval of the Competition Authorities as contemplated in Chapter 3 of the Competition Act and/or other regulators/third parties.
5.2 The Buyers and Company must forthwith procure that their legal counsel jointly assesses, prepares and files any required notification to regulators and/or other authorities/third parties as may be required under applicable laws and/or agreements, and obtains all necessary/required approvals/consents for the execution and implementation of the Remaining Shareholder Restructure and the sale contemplated in this Agreement.
5.3 The Parties must:
(a) immediately provide requested information for the assessment and determine whether it is necessary to file a merger notification in respect of the sale of the Sale Shares to the relevant Competition Authorities for approval; and
(b) if necessary, collaborate, assess and prepare and file (if required by law) such a joint merger notification for the Buyers and Company in respect of the sale contemplated in this Agreement, and makes any further submissions as may be lawfully required by applicable law in order to process the merger notification with regard to the sale contemplated in this Agreement.
5.4 The Parties must take all steps that may be necessary to ensure that the merger notification (if required by law) is submitted to the relevant Competition Authorities as soon as possible after the Signature Date, but in any event by no later than 9 February 2024; and for the sake of the avoidance of doubt, provided that only the Buyers and the Company shall have any obligations under this clause 5 with regard to any aspect of the Remaining Shareholder Restructure except for joining in the execution of the resolutions and other approvals required by law in order to give effect to the Remaining Shareholder Restructure, as such resolutions and approvals were prepared, approved and provided by the Buyers and the Company.
5.5 The Parties must co-operate, including through the provision of information for the merger notification for the sale in this Agreement and will indicate which information provided for the purpose of the merger notification will remain strictly confidential. Such information will not be exchanged between the Seller and the Buyers unless specifically agreed to in writi...
