Merger Control Clearance definition
Examples of Merger Control Clearance in a sentence
The Sellers shall not, and shall ensure that the Target and the WILD Flavors Companies will not, enter into any acquisition, merger or similar business transaction that may prevent, delay or interfere with the Merger Control Clearance.
The Parties shall closely cooperate in good faith in any discussions and negotiations with any Merger Control Authority or Governmental Authority with the objective to obtain the Merger Control Clearance in the EXECUTION COPY shortest time period possible; provided that the Purchasers shall be entitled to lead and exercise ultimate authority and control over all strategy, discussions, negotiations, submissions and proceedings.
Assuming Merger Control Clearance is obtained, the execution and delivery of, and the performance by the Purchaser and the Parent of their respective obligations under, this Agreement will not result in a breach of any provision of the articles of association of the Purchaser or any applicable laws and regulations, or result in a breach of any order, judgment or decree of any Governmental Authority or regulatory authority by which the Purchaser or the Parent is bound.
The execution and delivery of the Agreement and the performance by it of the transactions contemplated hereby, have been duly authorised by all necessary corporate bodies of the Guarantor and, subject to the obtaining of the Merger Control Clearance, any other consents (including from Governmental Authorities) required by it to perform the transactions contemplated hereby have been obtained, and it has requisite power and authority to execute this Agreement and perform its obligations hereunder.
Each Seller agrees, within the limits of its respective powers and at its sole cost and expense, to fully co-operate with the Buyer so that it and its advisers are promptly provided with such assistance and information and documentary material as may be reasonably necessary for the Buyer to make the relevant filings and obtain the Merger Control Clearance, and to promptly respond to any requests made of it by a relevant Governmental Authority.
If the Condition Precedent relating to the Merger Control Clearance set forth in Section 6.2.1(1) has still not been EXECUTION COPY satisfied or waived until the date which is four (4) months after the date on which the Merger Control Period has expired (the Long Stop Date), this Agreement shall terminate automatically, i.e. without any further notice or action being required, on the Long Stop Date.
The execution and delivery of the Agreement and the performance by it of the transactions contemplated hereby, have been duly authorised by all necessary corporate bodies of it and, subject to the obtaining of the Merger Control Clearance, any other consents (including from Governmental Authorities) required by the Buyer to perform the transactions contemplated hereby have been obtained, and it has all requisite power and authority to execute this Agreement and perform its obligations hereunder.
To the extent that Merger Control Clearance is subject to conditions precedent, the Purchaser undertakes to ensure that such conditions precedent all occur within four weeks after the issuance of the conditional Merger Control Clearance.