Termination Upon Antitrust Filing Denial Clause Samples

Termination Upon Antitrust Filing Denial. In the event that the Parties make an Antitrust Filing under Section 9.1, this Agreement will terminate (a) at Pfizer’s option, immediately upon notice to Valneva, in the event that any Governmental Authority seeks a temporary restraining order, preliminary or permanent injunction or other legal restraint under the HSR Act or any Foreign Antitrust Laws against Valneva and Pfizer to enjoin the transactions contemplated by this Agreement, (b) at the election of either Party, immediately upon notice to the other Party, in the event that any Governmental Authority obtains a temporary restraining order, preliminary or permanent injunction or other legal restraint under the HSR Act or any Foreign Antitrust Laws against Valneva or Pfizer to enjoin the transactions contemplated by this Agreement or (c) at the election of either Party, immediately upon notice to the other Party, in the event that the Antitrust Clearance Date will not have occurred on or prior to [***] after the effective date of any applicable Antitrust Filings. Notwithstanding the foregoing, this Section 9.2 will not apply in the event that Pfizer reasonably determines that no Antitrust Filing is required. Termination of this Agreement pursuant to this Section 9.2 will be subject to the terms of Section 9.8.1.