Merger Control Filing definition

Merger Control Filing means any filing by SR or Gilead with (a) the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is
Merger Control Filing means any filing by SR or Gilead with (a) the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is (5) NTD: Applicable Program Collaboration Target (as defined in the Master Collaboration Agreement) to be specified on Schedule 1.97. *** Confidential Treatment Requested *** defined in the HSR Act) with respect to the matters set forth in this Agreement, or (b) with any other Governmental Authority of any merger control filing required under applicable Antitrust Law, in each case, together with all required documentary attachments thereto.
Merger Control Filing means any filing with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the subject matter of this Agreement (or the execution of a License Agreement or Co-Co Collaboration Agreement, as applicable), together with all required documentary attachments thereto, or any other similar filing(s) or notification(s) required pursuant to any other Antitrust Law.

Examples of Merger Control Filing in a sentence

  • Without prejudice to Clause 4.4, the responsibility for the preparation and filing of all Merger Control Filings and the conduct of proceedings before the Competition Authorities rests with the Purchaser where the relevant competition or foreign investment laws require Purchaser to make the Merger Control Filing.

  • Save to the extent that the Principal Vendor and the Purchaser otherwise agree, all subsequent contact with the German Federal Cartel Office by any Party shall be made on a basis which is consistent with the German Merger Control Filing submitted.

  • Each Party shall be responsible for its own costs, expenses, and filing fees associated with any Merger Control Filing; provided, further, that Gilead shall pay [***] of all fees (other than penalties that may be incurred as a result of actions or omissions on the part of SR or any of its Affiliates, which penalties shall be the sole financial responsibility of SR) required to be paid to any Governmental Authority in connection with making any such Merger Control Filing.

  • If, prior to his election to the Board pursuant to Section 2.2, any Nominee shall be unable or unwilling to serve as a Director of the Company, the Stockholder or Stockholders who nominated any such Nominee shall be entitled to nominate a replacement within 30 days of learning of such fact, which replacement shall then be a Nominee for purposes of Section 2.2.

  • At the written request of Licensee, each of Relay and Licensee, as appropriate, will, within [***] after receipt of Licensee’s written request under this Article 17 (or such later time as may be agreed to in writing by the Parties), file any Merger Control Filing required under any other applicable Antitrust Law in the reasonable opinion of Licensee with respect to the transactions contemplated by this Agreement.

  • The Parties will cooperate with one another to the extent necessary in the preparation of any such Merger Control Filing.

  • The Parties confirm that they will keep the terms of this Signing Protocol and the Proposed Transaction confidential in accordance with Clause 21 (Confidentiality) of NAI-1529660846v3 the Draft SPA, except for disclosures required by applicable law or regulations (including any Merger Control Filing or any other filing the Purchaser is legally required to make) and if reasonably required in order to satisfy the Works Council Consultation or the Merger Code Procedure.


More Definitions of Merger Control Filing

Merger Control Filing means any filing by Relay or Licensee with (a) the U.S. Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in this Agreement, or (b) with any other Governmental Authority of any merger control filing required under applicable Antitrust Law, in each case, together with all required documentary attachments thereto.

Related to Merger Control Filing

  • 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.

  • Certificate of Merger has the meaning set forth in Section 2.2.

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

  • Articles of Merger has the meaning set forth in Section 2.2.

  • Company Proxy Statement has the meaning set forth in Section 3.5.

  • UCC Filing Authorization Letter means a letter duly executed by each Loan Party authorizing the Collateral Agent to file appropriate financing statements on Form UCC-1 without the signature of such Loan Party in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage.

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

  • 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).

  • 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.

  • HSR Filing means filings with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the subject matter of this Agreement, together with all required documentary attachments thereto.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

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

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Public Filings means the reports, schedules, forms, statements and other documents filed by the Company or Bezeq with the SEC or the ISA, as applicable, and publically available at least two (2) Business Days prior to the date of this Agreement.

  • Parent SEC Reports has the meaning set forth in Section 4.5(a).

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • 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.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Company Bylaws means the bylaws of the Company, as amended.

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • Filings the filing or recording of (i) the Financing Statements as set forth in Schedule 3, (ii) this Agreement or a notice thereof with respect to Intellectual Property as set forth in Schedule 3, and (iii) any filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law.

  • 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.

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.