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Merger Clearances definition

Merger Clearances means the Consents of Governmental Authorities under applicable Competition Laws for (a) the Merger Transaction as described in the Merger Agreement and (b) the Other Transactions.
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Merger Clearances has the meaning attributed to such term in Section 4.1(a);
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Merger Clearances has the meaning given in Section 9.1(a)(i).
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Examples of Merger Clearances in a sentence

  • The payment obligation pursuant to this Article 9(c) (if any) shall, subject to the second sentence of this Article 9(c), become due and payable within 20 Trading Days following the termination of the Offer by BidCo due to the Offer Condition set forth in Section D.1(b) of Annex 2.2(a)(i) (Merger Clearances and Other Approvals) not having been satisfied.

  • The information provided by the Purchasers to the Sellers on or prior to the date hereof concerning information provided by the Purchasers with respect to and in preparation of filings for the Merger Clearances (including without limitation by as to revenues per country) and any other approvals by governmental authorities is complete, accurate and not misleading in any material respects.

  • The Purchasers undertake not to, and shall cause (dafür einstehen) their Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it materially more difficult, or to materially increase the time required, to obtain the Merger Clearances or which would create the requirement to obtain additional clearances from merger control authorities.

  • In particular, if at the end of the extended Offer Period the Regulatory Clearances have not been obtained, or if the Regulatory Offer Clearances have been obtained but the Regulatory Merger Clearances have not yet been obtained, and the acceptance level is below 95%, the Offer Period may be further extended, subject to an exemption from the AFM as described below.

  • CRDL and the Sellers agree to make any filings necessary in connection with the Merger Clearances and any other filings with, or notifications to, any governmental authority required in connection with the Share Purchase Agreement.

  • No such further extension will be required if at the end of the extended Offer Period all Offer Conditions except for the Offer Condition relating to the Regulatory Merger Clearances have been satisfied or waived and the acceptance level is at least 95%, in which case the Offer Condition relating to the Regulatory Merger Clearances will be waived automatically in accordance with section 6.6(b).

  • Should any governmental or regulatory clearance other than the Merger Clearances and the Foreign Trade Act Clearance be required for an acquisition by the Investor of at least the Maximum Shareholding Quota the Parties will use their reasonable best efforts, and work closely together, to obtain such clearance.


More Definitions of Merger Clearances

Merger Clearances has the meaning set forth in Section 7.3(a).
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Related to Merger Clearances

  • HSR Clearance means either (a) early termination of the applicable waiting period under the HSR Act with respect to the HSR Filings or (b) expiration of the applicable waiting period under the HSR Act with respect to the HSR Filings.

  • CFIUS Clearance means that any of the following shall have occurred: (i) the 45 day review period under the DPA commencing on the date that the CFIUS Notice is accepted by CFIUS shall have expired and the parties shall have received written notice from CFIUS that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns; (ii) an investigation shall have been commenced after such 45 day review period and CFIUS shall have determined to conclude all deliberative action under the DPA without sending a report to the President of the United States, and the parties shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions; or (iii) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (A) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken or (B) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the Contemplated Transactions.

  • HSR Clearance Date means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated under this Agreement have expired or have been terminated.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Clearances means any approvals, consents, clearances, determinations, permissions, confirmations, comfort letters and waivers that may need to be obtained, all applications and filings that may need to be made and all waiting periods that may need to have expired, from or under any Law or practices applied by any Relevant Authority (or under any agreements or arrangements to which any Relevant Authority is a party), in each case that are necessary and/or expedient to satisfy one or more of the Regulatory Conditions; and any reference to any Clearance having been “satisfied” shall be construed as meaning that the foregoing has been obtained, or where relevant, made or expired;

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Antitrust Laws means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.

  • Medical clearance means a physician or other health care

  • Antitrust Authorities means the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission or the antitrust or competition Law authorities of any other jurisdiction (whether United States, foreign or multinational).

  • Antitrust Law means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

  • Governmental Entities has the meaning ascribed to it in the Purchase Agreement.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Requisite Regulatory Approvals has the meaning set forth in Section 7.01(b).

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • CFIUS Approval means that any of the following shall have occurred: (a) the review period under the DPA commencing on the date that a CFIUS Notice is accepted by CFIUS shall have expired and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS to the effect that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, (b) an investigation under the DPA shall have been commenced after such review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (i) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or, (ii) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken.

  • Regulatory Approvals with respect to the Warrantholder, means, to the extent applicable and required to permit the Warrantholder to exercise this Warrant for shares of Common Stock and to own such Common Stock without the Warrantholder being in violation of applicable law, rule or regulation, the receipt of any necessary approvals and authorizations of, filings and registrations with, notifications to, or expiration or termination of any applicable waiting period under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Hart-Scott-Rodino Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

  • Company Shareholder Approval means the approval and adoption of this Agreement and the Transactions (including the Merger) at the Shareholders’ Meeting by the Requisite Company Vote.

  • Key Regulatory Approvals means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities as set out in Schedule C hereto;

  • Governmental Filings means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests and penalties associated with such filings with all Governmental Authorities.

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Mergers has the meaning set forth in the Recitals.

Most Referenced Clauses

Most Referenced Definitions