Anti-trust approvals Sample Clauses
The 'Anti-trust approvals' clause requires that the parties obtain necessary clearances from relevant competition or anti-trust authorities before completing a transaction. In practice, this means that the agreement is contingent upon receiving regulatory approval to ensure the deal does not create unfair market dominance or restrict competition. For example, in a merger, both companies may need to submit filings to government agencies and wait for confirmation that the transaction complies with anti-trust laws. This clause is essential for preventing legal violations and delays, ensuring that the transaction can proceed only if it meets all regulatory requirements.
Anti-trust approvals.
(a) the Seller and the Buyer shall make, as promptly as reasonably practicable and in any event within 20 Business Days after the date hereof, all necessary or advisable filings, notifications and other submissions, including in draft where required, with respect to the transactions contemplated in this Agreement as are required to obtain the Anti-Trust Approvals. Each of the Seller and the Buyer shall use its commercially reasonable efforts to obtain and maintain the Anti-Trust Approvals.
(b) the Seller and the Buyer shall co-operate with one another in connection with obtaining the Anti-Trust Approvals and shall: (i) give each other reasonable advance notice of all meetings or other oral communications with any Governmental Authority relating to the Anti-Trust Approvals; (ii) not participate independently in any such meeting or other oral communication without first giving the other Party (or the other Party’s outside counsel) an opportunity to attend and participate in such meeting or other oral communication, unless otherwise required or requested by such Governmental Authority; (iii) if any Governmental Authority initiates an oral communication regarding the Anti-Trust Approvals, promptly notify the other Party of the substance of such communication; (iv) subject to applicable Laws relating to the exchange of information, provide each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all written communications (including any filings, notifications, submissions, analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party) with a Governmental Authority regarding the Anti-Trust Approvals; and (v) promptly provide each other with copies of all written communications to or from any Governmental Authority relating to the Anti-Trust Approvals.
(c) The Buyer will promptly notify the Seller and the Seller will promptly notify the Buyer upon:
(i) becoming aware of any Order or any complaint requesting an Order restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated under this Agreement; or
(ii) receiving any notice from any Governmental Authority of its intention:
(A) to institute a suit or proceeding to restrain or enjoin the execution of this Agreement or the consummation of the transactions contemplated by this Agreement; or
(B) to nullify or render i...
Anti-trust approvals. Approval (either by way of decision or expiry of applicable waiting periods) for the completion of the transactions contemplated in the Transaction Agreements by the competent antitrust authorities in each of the following jurisdictions: • The Republic of India, provided that the Purchaser shall waive this approval as a Condition if arrangements made in respect of the AIA Group’s business in India mean that no anti-trust clearance in respect of the Transaction is required under Indian law; • The Republic of Indonesia, provided however that the clearance of the Indonesia Competition Agency (“ICA”) shall only be a Condition if the ICA has issued an express order not to proceed with the Completion pending the outcome of the merger control review being conducted by the ICA notwithstanding Purchaser’s best endeavours to obtain the agreement of the ICA to allow the Completion to occur based on a hold separate or equivalent undertaking given by Purchaser; • ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇); • The Republic of Singapore, provided however that the clearance of the Competition Commission of Singapore (“CCS”) shall only be a Condition if the CCS has issued an express order not to proceed with the Completion pending the outcome of the merger control review being conducted by the CCS notwithstanding Purchaser’s best endeavours to obtain the agreement of the CCS to allow the Completion to occur based on a hold separate or equivalent undertaking given by Purchaser; • The Socialist Republic of Vietnam; and • The Republic of China (Taiwan), provided that the Purchaser shall waive this approval as a Condition if the relevant turnover of the AIA Group’s business in Taiwan does not meet the applicable jurisdictional threshold such that no anti-trust clearance is required in respect of the Transaction under Taiwanese law. Australia Foreign Investment Review Board Bermuda Bermuda Monetary Authority Guernsey Guernsey Financial Services Commission Hong Kong Hong Kong Insurance Authority (Office of the Commissioner of Insurance) Hong Kong Securities and Futures Commission India Insurance Regulatory and Development Agency Foreign Investment Promotion Board Securities and Exchange Board of India Reserve Bank of India Ireland The Financial Regulator Japan Financial Services Agency of Japan Malaysia Bank Negara Malaysia Mauritius Mauritius Financial Services Commission Singapore Monetary Authority of Singapore Thailand Office of the Insurance Commission United Arab Emirates Dubai Fi...
Anti-trust approvals. All the applicable waiting periods having expired or been terminated in relation to the acquisition by the Parent of the Consideration Shares, Purchaser Preferred Securities and Purchaser Mandatory Convertible Securities pursuant to the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Anti-Trust Improvements Act of 1976 (as amended) of the United States of America.
Anti-trust approvals. 5.1.1 The Purchaser and the Seller agree as follows:
(a) the Purchaser and Seller shall as promptly as practicable, prepare and file with the competent Governmental Authorities the notices, applications and requests necessary to satisfy the Closing Condition set out in clause 4.1.1;
(b) the Purchaser and the Seller shall supply as promptly as practicable any additional information and documentary material that may be requested by any competent Governmental Authority in connection with the Closing Condition set out in clause 4.1.1, provided that, the Purchaser shall consult with the Seller with CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 24 Execution Copy respect to any written submission, information or documentary materials, and the Seller shall have the right, and the Purchaser shall take all necessary action to allow the Seller, to provide input on the same in advance; and
(c) the Purchaser shall use its best efforts to procure as soon as practicable the fulfilment of the Closing Conditions set out in clause 4.1.1, including by agreeing to (i) take any action that may be required to fulfil all of the Closing Conditions within three (3) months after the date hereof (including by offering or accepting to perform any disposition of assets or businesses that may be required by any relevant Governmental Authority) and (ii) duly and promptly comply with any condition that any relevant Governmental Authority may impose in connection with the Transaction.
5.1.2 The Seller and Purchaser shall each bear their own filing fees and other costs incurred in relation to any anti-trust or similar filing required to be made in any jurisdiction in connection with the Transaction. The Purchaser shall also bear all costs, penalties and fines resulting from not filing in any jurisdiction where it is determined that filing should have taken place.
Anti-trust approvals. All applicable waiting periods (and any extensions thereof) under the HSR Act and applicable foreign antitrust or trade regulation laws, if any, shall have expired or otherwise been terminated.