Merger Control Clearance definition

Merger Control Clearance shall have the meaning ascribed to it in Section 5.1.1.
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Merger Control Clearance means: the fact that, in accordance with the Merger Control Regulations, any Governmental Authority having jurisdiction thereon,
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Merger Control Clearance has the meaning given to it in Clause 4.1.2;
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Examples of Merger Control Clearance in a sentence

  • 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.

  • 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.

  • Filing a Complaint will not affect your NHP coverage in a negative way.

  • Any required applications in respect of the Merger Control Clearance to the relevant authorities in respect of the Proposed Disposal are expected to be submitted closer to Completion Date, estimated in fourth quarter 2023.

  • Based upon the findings of the investigation, Brackin was found to have committed a major offense and received a ten day suspension.

  • 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 obligations of the Parties to complete the transactions contemplated by this Agreement, including the actions set out in Clauses5.3 and 5.4 on the Completion Date are subject to the satisfaction, at or prior to Completion, of the Merger Control Clearance Condition.

  • In particular the Purchaser shall not be obliged to file the transaction agreed under the Master Agreement with the German Federal Cartel Office and the transaction to be established by the Master Agreement shall not be subject to a Merger Control Clearance Event.

  • Algorithm 1 gives the details for ENCODE and DECODE procedures for in-place writes.

  • 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.


More Definitions of Merger Control Clearance

Merger Control Clearance means the merger clearance provided by the FCO as described in clause 3;
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Merger Control Clearance is deemed to have been obtained, if and when (i) the Parties have jointly confirmed in writing that the thresholds which trigger a filing requirement with antitrust authorities without whose consent a Closing of the transactions contemplated hereunder would be illegal are not exceeded so that the transactions contemplated hereunder and applicable to the relevant Parties do not need to be filed with such authorities, or (ii) the German Federal Cartel Office, , 6.4.1 has notified the Seller and/or the Purchaser in writing that it will not prohibit the proposed acquisition of the Assets, either unconditionally or subject to the fulfilment of certain conditions or obligations (Auflagen oder Bedingungen) accepted by the Purchaser; or 6.4.2 has failed to notify the Seller and the Purchaser within one (1) month after filing of the proposed acquisition of the Assets in accordance with section 39 GWB that it has initiated a formal investigation; or 6.4.3 has failed to issue an order pursuant to section 40 para. 2 sentence 1 GWB within the time periods required pursuant to section 40 para. 2 GWB; or
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Related to Merger Control Clearance

  • 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 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.

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • 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.

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

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Required Shareholder Approval has the meaning in Section 2.20.

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • 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;

  • 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.

  • Medical clearance means a physician or other health care

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

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • NDA Approval means the Approval of an NDA by the FDA for a Product in the U.S.

  • IRB approval means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and federal requirements.

  • MAA Approval means approval of an MAA by the applicable Regulatory Authority for marketing and sale of a Product in the Collaborator Territory, but excluding any Pricing and Reimbursement Approval.

  • Marketing Authorization Application or “MAA” means an application for Regulatory Approval (but excluding Pricing Approval) in any particular jurisdiction other than the U.S.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Competition Act Approval means that one or more of the following shall have occurred: (i) the relevant waiting period in section 123 of the Competition Act shall have expired, been waived or been terminated and the Commissioner shall have issued a letter to the Parties indicating that he does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the Investment; or (ii) the Commissioner shall have issued an ARC in respect of the Investment;

  • 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.

  • Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

  • Price Approval means, in any country where a Governmental Authority authorizes reimbursement for, or approves or determines pricing for, pharmaceutical products, receipt (or, if required to make such authorization, approval or determination effective, publication) of such reimbursement authorization or pricing approval or determination (as the case may be).

  • Pre-approval means written notification via a pre-approval letter to Customer that Ameren Illinois has reviewed Customer's Application and determined that the project meets the program eligibility requirements for a maximum pre-approved incentive amount if the project is completed by the estimated completion date and all final application paperwork is submitted and approved.

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

  • FCC Approval means the FCC’s grant of the FCC Applications, including any grants by operation of law; provided that the possibility that an appeal, request for stay, or petition for rehearing or review by a court or administrative agency may be filed with respect to such grant, or that the FCC may reconsider or review such grant on its own authority, shall not prevent such grant from constituting FCC Approval for purposes of the Plan.

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.