Resolution of Antitrust Investigation Sample Clauses

Resolution of Antitrust Investigation. (i) If an Antitrust Restraint is imposed, then Acquirer shall be entitled to (A) the Special Escrow Fund (after taking into account the reimbursement of the fees and expenses incurred by Acquirer and the Stockholders’ Agent prior to the resolution of the Antitrust Investigation in accordance with Section 8.4(b)), and (B) offset an amount equal to the lesser of (x) $5 million of the Acquirer Promissory Notes and (y) the then outstanding balance of the Acquirer Promissory Notes. Any offset against the Acquirer Promissory Notes shall reduce the amount of indebtedness under each Converting Holder’s Tranche 1 Promissory Note by the same amount as such Converting Holder’s Tranche 2 Promissory Note. The Special Escrow Fund, together with the offset of the Acquirer Promissory Notes as provided in this Section 8.4(c)(i), shall constitute liquidated damages. (ii) If the Antitrust Investigation is resolved without the imposition of an Antitrust Restraint, the Converting Holders (on a pro rata basis in accordance with their respective Pro Rata Shares) shall be entitled to the Special Escrow Fund, after taking into account the reimbursement of the fees and expenses incurred by Acquirer and the Stockholders’ Agent prior to the resolution of the Antitrust Investigation in accordance with Section 8.4(b). (iii) Upon resolution of the Antitrust Investigation, Acquirer and the Stockholders’ Agent shall deliver joint written instructions to the Escrow Agent to release the Special Escrow Fund as provided in Section 8.4(c)(i) or 8.4(c)(ii), as applicable, no later than five Business Days after such resolution. (iv) An Antitrust Investigation will be deemed “resolved” upon (A) in case of an investigation by a Governmental Entity, written or oral notification by or on behalf of such Governmental Entity that the investigation has been closed with no further action intended at that time, or (B) in case of a legal action brought by a Governmental Entity and pending before a court or administrative body, issuance of a final, non-appealable order terminating the action, in each case, without resulting in any Antitrust Restraint.
Sample 1
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Related to Resolution of Antitrust Investigation

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

  • Notification of Government Investigation or Legal Proceeding Provider shall notify OIG, in writing, of any ongoing investigation or legal proceeding by a governmental entity or its agents involving an allegation that Provider has committed a crime or has engaged in fraudulent activities, within 30 days of Provider receiving notice of such investigation or legal proceeding. This notification shall include a description of the allegation(s), the identity of the investigating or prosecuting agency, and the status of such investigation or legal proceeding. Within 30 days after resolution of the matter, Provider shall notify OIG, in writing, of the resolution of the investigation or legal proceeding.

  • Complaints Investigation The employee who complains of harassment under the provisions of the Human Rights Code must first comply with the Employer’s harassment policy procedures before filing a grievance or human rights complaint.

  • Grievance Investigation The Employer agrees to supply to the Union the names of all applicants for a vacancy, or new position in the course of a grievance investigation.

  • Investigation and Prevention DST shall reasonably assist Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to: (A) cooperate with Fund in its efforts to comply with statutory notice or other legal obligations applicable to Fund or its clients arising out of unauthorized access and to seek injunctive or other equitable relief; (B) cooperate with Fund in litigation and investigations against third parties reasonably necessary to protect its proprietary rights; and (C) take reasonable actions necessary to mitigate loss from any such authorized access.

  • Function of Joint Health and Safety Committee All incidents involving aggression or violence shall be brought to the attention of the Joint Health and Safety Committee. The Employer agrees that the Joint Health and Safety Committee shall concern itself with all matters relating to violence to staff.

  • Submitting Investigator An investigator who submitted a genomic dataset to an NIH designated data repository (e.g., dbGaP).

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Grievance Investigations Where an employee has asked or is obliged to be represented by the Institute in relation to the presentation of a grievance and an employee acting on behalf of the Institute wishes to discuss the grievance with that employee, the employee and the representative of the employee will, where operational requirements permit, be given reasonable leave with pay for this purpose when the discussion takes place in the headquarters area of such employee and leave without pay when it takes place outside the headquarters area of such employee.

  • Facilitation of Investigation In case of any allegation of violation of any provisions of this Pact or payment of commission, the BUYER or its agencies shall be entitled to examine all the documents including the Books of Accounts of the BIDDER and the BIDDER shall provide necessary information and documents in English and shall extend all possible help for the purpose of such examination.

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