Antitrust Filings Sample Clauses
The Antitrust Filings clause requires the parties to submit necessary documents and notifications to relevant governmental authorities to comply with antitrust or competition laws in connection with their transaction. Typically, this involves preparing and filing forms with agencies such as the Federal Trade Commission or the Department of Justice, and may include providing information or responding to inquiries as part of a regulatory review process. The core function of this clause is to ensure that the transaction does not violate antitrust regulations and to facilitate regulatory approval, thereby reducing the risk of legal challenges or delays.
POPULAR SAMPLE Copied 2 times
Antitrust Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to the other party’s obligation to close set forth in Article VIII to be satisfied as promptly as practicable and (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action or proceeding by, any Governmental Authority.
(b) In connection with and without limiting the foregoing, each of the Purchaser, the Seller and the Company shall cooperate and use reasonable best efforts to (i) make, as promptly as practicable, all necessary filings, and thereafter make any other required submissions and obtain, as promptly as practicable, from any Governmental Authority any authorizations, exemptions, certificates, registrations, clearances, consents, Orders, approvals, permits or licenses that are required under any applicable Law to be obtained or made by the Seller, any member of the Company Group or the Purchaser, as the case may be, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) respond as promptly as practicable to any requests for information under any applicable Law. The Parties agree that it is the Purchaser’s sole right to devise and control the strategy for filings, notifications, submissions and communications with or to any Governmental Authority; provided, however, that the Purchaser shall consider in good faith the views of the Seller and the Company. Except to the extent prohibited by applicable Law or Governmental Authority, the Purchaser, the Seller and the Company shall cooperate in the preparation of and provide to the other in advance, any analyses, appearances, presentations, filings, submissions, memoranda, briefs, arguments, opinions and proposals made or submitted by or on b...
Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the M...
Antitrust Filings. (a) The Buyer, the Securityholder Representative and the Company shall, within three (3) Business Days after the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Authority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, and shall request early termination of the waiting period, if applicable, under such Antitrust Laws. From the date of such filing until the Closing Date, the Buyer, the Securityholder Representative and the Company shall file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such Governmental Authority for additional information concerning the transactions contemplated hereby, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. The Buyer shall pay all filing fees required in connection with any filing required under the Antitrust Laws. The Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and the Company agree to use reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement.
(b) The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement and any related or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted i...
Antitrust Filings. (a) No later than the next business day after the Agreement Date, Buyer, Seller and the Company, as applicable, will each make in timely fashion all filings and notifications required under the HSR Act (the "HSR Act Filings") with the United States Department of Justice Antitrust Division ("DOJ") and Federal Trade Commission ("FTC"). Buyer shall be solely responsible for the payment of any filing fees in connection with the filing of any Notification and Report Forms under the HSR Act. Each filing party will request early termination of the HSR Act waiting period at the time it makes its HSR Act Filing.
(b) As promptly as is practicable after receiving any request from DOJ or FTC for information, documents, or other materials in connection with the review of the HSR Act Filings, Buyer, the Company and Seller, as the case may be, shall use its commercially reasonable efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties' legal counsel to review in advance any proposed written communication to DOJ, FTC or any other Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer, the Company and Seller shall each cooperate reasonably with the others in connection with resolving any inquiry or investigation by DOJ or FTC relating to the HSR Act Filings or by any other Governmental Entity relating to this Agreement or the Transactions. Buyer, the Company and Seller shall each promptly inform the others of any communication with, and any proposed understanding, agreement, or undertaking with DOJ or FTC relating to the HSR Act Filings or any other Governmental Entity relating to this Agreement or the Transactions. Buyer, the Company and Seller shall each give the others reasonable advance notice of, and the opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the HSR Act Filings, this Agreement or the Transactions if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other parties is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer, the Company and Seller agrees to use its commercially reasona...
Antitrust Filings. In the reasonable opinion of Seller, all necessary requirements of the HSR Act and the regulations promulgated thereunder shall have been complied with, and any "waiting period" applicable to the transactions contemplated by this Agreement which are imposed by such statute or regulations shall have expired prior to the Closing Date or shall have been terminated by the appropriate agency.
Antitrust Filings. The waiting period, if any (and any extension thereof), applicable to the Merger under the HSR Act shall have been terminated or, to the extent applicable, all approvals under such requirements shall have been obtained.
Antitrust Filings. (a) Each of Astellas and Cytokinetics agrees to prepare and make appropriate filings under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ (HSR) Act and other antitrust requirements relating to this Amendment and the transactions contemplated hereby as soon as reasonably practicable after the Amendment Execution Date (“HSR Filing Date”), and Astellas shall bear the filing fees associated with any HSR filing, but each Party shall otherwise bear its own costs in connection with such filings. The Parties agree to cooperate in the antitrust clearance process and to furnish promptly to the Federal Trade Commission (FTC), the Antitrust Division of the Department of Justice (DOJ) and any other agency or authority, any information reasonably requested by them in connection with such filings. With respect to the HSR and other filings made pursuant to this Section 4.8(a), each of Astellas and Cytokinetics shall, to the extent practicable and subject to applicable law: (i) promptly notify the other Party of any material communication to that Party from the FTC, the DOJ, or any other agency or authority and discuss with and permit the other Party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with the FTC, the DOJ or any other agency or authority in respect of any filings, investigation or inquiry concerning this Amendment unless it consults with the other Party in advance and, to the extent permitted by the FTC, the DOJ or any other agency or authority, give the other Party the opportunity to attend and participate thereat; and (iii) furnish the other Party with copies of all correspondence and communications between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other agency or authority or members of their respective staffs on the other hand, with respect to this Amendment. Notwithstanding any of the foregoing, nor anything else contained in this Amendment, Astellas shall not be required, in order to avoid, eliminate, or resolve any objections or impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the DOJ or any other agency or governmental authority relating to this Amendment and the transactions contemplated hereby, to propose, negotiate, commit to or effect, by consent decree, hold separate order, or otherwise, the license, sale, divestiture or disposition or otherwise take ...
Antitrust Filings. Parent, the Company and each Stockholder shall make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by or related to the Merger Agreement, including distributions to Stockholders, as promptly as reasonably practicable after the date that is one year prior to June 30, 2027 (and/or such other date as reasonably determined by the Company such that the end of the initial waiting period under the HSR Act is no earlier than one year prior to the Closing; provided, that in connection with the GCI Divestiture, any such filing pursuant to the HSR Act shall be made as promptly as reasonably practicable to permit the GCI Divestiture, including any distributions to Stockholders, to be completed as contemplated by the Merger Agreement) and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to the HSR Act. Prior to making any application to or filing with any Governmental Authority in connection with the transactions contemplated by or related to the Merger Agreement, each party hereto will provide the other party with any information or documents that the other party may reasonably require to prepare any such filing or application.
Antitrust Filings. If the exercise of the Warrants requires any antitrust filings under Applicable Law, then the Investor and the Company agree to make any such required filings and to cooperate with each other in making any such filings.
Antitrust Filings. Parent, the Company and each Stockholder shall make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by or related to the Merger Agreement as promptly as practicable after the date of this Agreement and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to the HSR Act. Prior to making any application to or filing with any Governmental Authority in connection with the transactions contemplated by or related to the Merger Agreement, each party hereto will provide the other party with any information or documents that the other party may reasonably require to prepare any such filing or application.