Common use of Antitrust Matters Clause in Contracts

Antitrust Matters. The Offer and the Merger are subject to the HSR Act, which provides that certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) and certain waiting period requirements have expired or been terminated. Pursuant to the Merger Agreement, on October 27, 2016, Parent and Everyday Health filed with the FTC and the DOJ a Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act (the “HSR Filing”) in connection with the purchase of the Shares in the Offer and the Merger. The filings are subject to a 15-day initial waiting period that would normally expire at 11:59 p.m., New York City time, on November 11, 2016, unless early termination of the waiting period is granted. However, the DOJ or the FTC may extend the initial waiting period by requesting additional information or documentary material prior to such expiration. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the 10th day after substantial compliance by Parent with such request. If the waiting periods noted above would expire on a Table of Contents Saturday, Sunday or legal public holiday, the waiting period will instead expire at 11:59 p.m., New York City time, on the next business day. Accordingly, unless the DOJ or the FTC extends the waiting period by requesting additional information or documentary material, the waiting period under the HSR Act applicable to the Offer and the Merger will actually expire at 11:59 p.m., New York City time, on November 14, 2016, unless early termination of the waiting period is granted. After the waiting period expires, absent ▇▇▇▇▇▇’s and Everyday Health’s agreement, the acquisition can be blocked only by court order. The FTC or the Antitrust Division may terminate the additional 10-day waiting period before its expiration. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the DOJ or the FTC raises substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay the transaction while such negotiations continue. The Purchaser is not required to accept for payment Shares tendered in the Offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer have expired or been terminated. See Section 14—“Conditions of the Offer.” The FTC and the DOJ scrutinize the legality under the Antitrust Laws (as defined below) of transactions such as the Purchaser’s acquisition of Shares in the Offer and the Merger. At any time before or after the Purchaser’s acquisition of Shares, either the DOJ or the FTC (whichever agency reviews the transaction) could take such action under the Antitrust Laws as it or they deem necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares in the Offer or, in the absence of an injunction, otherwise seeking divestiture of Shares acquired by the Purchaser or divestiture of substantial assets of Parent or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the Antitrust Laws under certain circumstances. There can be no assurance that a challenge to the Offer or other acquisition of Shares by the Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 14—“Conditions of the Offer” for certain conditions of the Offer, including conditions with respect to litigation and certain government actions.

Antitrust Matters. The Offer offer and the Merger merger are subject to the HSR Act, which provides that parties to certain acquisition transactions may not be consummated unless certain information has been furnished to mergers or acquisitions notify the Antitrust Division of the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) of the proposed transaction and certain waiting wait a specific period requirements have expired or been terminatedof time before closing while the agencies review the proposed transaction. Pursuant LabCorp intends to the Merger Agreementfile on July 1, on October 27, 2016, Parent and Everyday Health filed with the FTC and the DOJ 2009 a Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act (with the “HSR Filing”) DOJ and the FTC in connection with the purchase of the Shares in the Offer offer and the Mergermerger. The filings are subject Monogram’s ultimate parent entity is also required to file a Notification and Report Form for certain mergers and acquisitions under the HSR Act with the DOJ and the FTC in connection with offer and the merger no later than 10 calendar days following LabCorp’s filing, or the next business day if the tenth calendar day falls on a Table of Contents weekend or federal holiday. LabCorp’s filing will trigger a 15-day initial waiting period that would normally expire at 11:59 p.m.period, New York City time, on November 11, 2016, unless for which early termination of the waiting period is grantedwill be requested. However, the DOJ or the FTC may extend the initial waiting period by requesting additional information or documentary material prior to such expirationfrom LabCorp or Monogram. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the 10th tenth day after substantial compliance by Parent LabCorp with such request. If the waiting periods noted above would expire on a Table of Contents Saturday, Sunday or legal public holiday, the waiting period will instead expire at 11:59 p.m., New York City time, on the next business day. Accordingly, unless the DOJ or the FTC extends the waiting period by requesting additional information or documentary material, the waiting period under the HSR Act applicable to the Offer and the Merger will actually expire at 11:59 p.m., New York City time, on November 14, 2016, unless early termination Only one extension of the waiting period pursuant to a request for additional information is grantedauthorized by the HSR Act. After the Thereafter, such waiting period expires, absent ▇▇▇▇▇▇’s and Everyday Health’s agreement, the acquisition can may be blocked extended only by court order. The FTC order or with the Antitrust Division may terminate the additional 10-day waiting period before its expirationconsent of LabCorp. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the DOJ or the FTC raises raise substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay the transaction while such negotiations continue. The Purchaser is We are not required to accept for payment Shares tendered in the Offer offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer offer have expired or been terminatedsatisfied. See Section 14—“Conditions of the Offer.” The FTC and the DOJ sometimes scrutinize the legality under the Antitrust Laws (as defined below) of transactions such as the Purchaser’s acquisition of Shares in the Offer offer and the Mergermerger. At any time before or after the Purchaser’s acquisition of Shares, either the DOJ or the FTC (whichever agency reviews the transaction) could take such action under the Antitrust Laws as it or they deem deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares in the Offer or, in the absence of an injunction, offer or otherwise seeking divestiture of Shares acquired by the Purchaser or divestiture of substantial assets of Parent Monogram or LabCorp or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the Antitrust Laws under certain circumstances. There can be no assurance that a challenge on antitrust grounds to the Offer offer or other acquisition of Shares by the Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 14—“Conditions of the Offer” for certain conditions of the Offeroffer, including conditions with respect to litigation and certain government actions. As used in this offer to purchase, “Antitrust Laws” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, as amended, the Federal Trade Commission Act, as amended, and all other Federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or substantially lessening competition.

Antitrust Matters. The Offer and the Merger are subject to Under the HSR Act, which provides that and the rules and regulations promulgated thereunder, certain acquisition transactions may not be consummated unless until certain information has and documentary materials have been furnished to the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) ), and certain the applicable HSR Act waiting period requirements have has expired or been terminated. Pursuant The requirements of the HSR Act apply to the Merger Agreementacquisition of Shares in the Offer. Under the HSR Act, on October 27, 2016, Parent and Everyday Health filed with the FTC and purchase of shares in a cash tender offer may not be completed until the DOJ expiration of a fifteen (15)-day waiting period following the filing by the acquiring person of a Premerger Notification and Report Form with the DOJ and the FTC, but this period may be (a) shortened if the reviewing agency grants “early termination” of the waiting period (provided, however, that the FTC announced on February 4, 2021 that the FTC and DOJ will not grant early termination during the transition to the new ▇▇▇▇▇ Administration while the FTC is reviewing the processes and procedures used to grant early termination, stating that the FTC anticipated that the suspension will be temporary and brief, but that suspension continues), (b) restarted if the acquiring person voluntarily withdraws and refiles to allow an additional fifteen (15)-day waiting period, or (c) continued if the reviewing agency issues a request for Certain Mergers additional information and Acquisitions documentary material (a “Second Request”). The parties agreed in the Merger Agreement to file such Premerger Notification and Report Forms under the HSR Act (with the “HSR Filing”) DOJ and the FTC in connection with the purchase of the Shares in the Offer promptly, and no later than ten (10) business days from the Mergerdate of the Merger Agreement unless otherwise agreed to in writing between the parties. The filings are subject If a Second Request is issued, the waiting period with respect to a 15-day the Offer would be continued until ten (10) days following the date of Amgen’s compliance with that request, unless earlier terminated. Thereafter, the reviewing agency may take action to preliminarily or permanently enjoin the Table of Contents transaction or the parties may agree not to consummate the transaction for some period of time. If either the fifteen (15)-day initial waiting period that would normally expire at 11:59 p.m., New York City time, on November 11, 2016, unless early termination of or the ten (10)-day post-substantial compliance waiting period is granted. However, the DOJ or the FTC may extend the initial waiting period by requesting additional information or documentary material prior to such expiration. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the 10th day after substantial compliance by Parent with such request. If the waiting periods noted above would expire expires on a Table of Contents Saturday, Sunday or legal public federal holiday, then the waiting period will instead expire at is extended until 11:59 p.m., New York City time, p.m. Eastern Time on the next business dayday that is not a Saturday, Sunday or federal holiday. Accordingly, unless the The DOJ or and the FTC extends may scrutinize the waiting period by requesting additional information or documentary material, the waiting period legality under the HSR Act applicable antitrust laws of Amgen’s proposed acquisition of Shares pursuant to the Offer and the Merger will actually expire at 11:59 p.m., New York City time, on November 14, 2016, unless early termination of the waiting period is grantedOffer. After the waiting period expires, absent ▇At any time before or after ▇▇▇▇▇’s and Everyday Health’s agreement, acceptance for payment of Shares pursuant to the acquisition can be blocked only by court order. The FTC or the Antitrust Division may terminate the additional 10-day waiting period before its expiration. In practice, complying with a request for additional information or material can take a significant amount of time. In additionOffer, if the DOJ or the FTC raises substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay the transaction while such negotiations continue. The Purchaser is not required to accept for payment Shares tendered in the Offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer have expired or been terminated. See Section 14—“Conditions of the Offer.” The FTC and the DOJ scrutinize the legality under the Antitrust Laws (as defined below) of transactions such as the Purchaserconcludes that Amgen’s acquisition of Shares Five Prime would violate antitrust law by substantially lessening competition in any line of commerce affecting U.S. consumers, the Offer DOJ and the Merger. At any time before or after FTC have the Purchaser’s authority to challenge the acquisition by seeking a federal court order and/or administrative order enjoining the acquisition or, if Shares have already been acquired, requiring disposition of such Shares, either the DOJ or the FTC (whichever agency reviews the transaction) could take such action under the Antitrust Laws as it or they deem necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares in the Offer or, in the absence of an injunction, otherwise seeking divestiture of Shares acquired by the Purchaser or divestiture of substantial assets of Parent Amgen, Five Prime, or its subsidiariesany of their respective subsidiaries or affiliates, or requiring other relief. Private parties, as well as United States state governments, attorneys general and private persons may also bring legal action under U.S. antitrust law seeking similar relief or conditions to the Antitrust Laws completion of the Offer. Competition authorities in other countries may also investigate the acquisition, seek to block it, or seek relief after it is consummated, under certain circumstancesforeign competition law. There While Amgen and Purchaser believe that consummation of the Offer and the Merger would not violate any antitrust or competition laws, there can be no assurance that a challenge to the Offer or other acquisition of Shares by the Purchaser Merger on antitrust or competition law grounds will not be made or, if such a challenge is made, of what the resultresult will be. See Section 14—“Conditions 15—“Conditions of the Offer” for certain conditions of the Offer, including conditions with respect to litigation and certain government actions. As used in this Offer to Purchase, “antitrust laws” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, state antitrust laws and all other applicable laws and regulations (including non-U.S. laws and regulations) issued by a government authority that are designed or intended to preserve or protect competition, prohibit and restrict agreements in restraint of trade or monopolization, attempted monopolization, restraints of trade and abuse of a dominant position, or to prevent acquisitions, mergers or other business combinations and similar transactions, the effect of which may be to lessen or impede competition or to tend to create or strengthen a dominant position or to create a monopoly.

Antitrust Matters. The Offer and the Merger are subject to the HSR Act, which provides that parties to certain acquisition transactions may not be consummated unless certain information has been furnished to mergers or acquisitions notify the Antitrust Division of the Department of Justice (the “"DOJ”") and the Federal Trade Commission (the “"FTC”") of the proposed transaction and certain waiting wait a specific period requirements have expired or been terminatedof time before closing while the agencies review the proposed transaction. Pursuant to the Merger AgreementOn April 13, on October 27, 20162018, Parent and Everyday Health filed with the FTC and the DOJ a premerger Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act (with the “HSR Filing”) DOJ and the FTC in connection with the purchase of the Shares in the Offer and the Merger. The filings are subject to On April 13, 2018, AveXis filed a premerger Notification and Report Form under the HSR Act with the DOJ and the FTC in connection with the Offer and the Merger. Parent's filing triggered a 15-day initial waiting period that would normally expire at 11:59 p.m.period, New York City time, on November 11, 2016, unless for which early termination of the waiting period is grantedwas requested. However, the DOJ or the FTC may extend the initial waiting period by requesting additional information or documentary material prior to such expirationfrom Parent. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the 10th tenth day after substantial compliance by Parent with such request. If the waiting periods noted above would expire on a Table of Contents Saturday, Sunday or legal public holiday, the waiting period will instead expire at 11:59 p.m., New York City time, on the next business day. Accordingly, unless the DOJ or the FTC extends the waiting period by requesting additional information or documentary material, the waiting period under the HSR Act applicable to the Offer and the Merger will actually expire at 11:59 p.m., New York City time, on November 14, 2016, unless early termination Only one extension of the waiting period pursuant to a request for additional information is grantedauthorized by the HSR Act. After the Thereafter, such waiting period expires, absent ▇▇▇▇▇▇’s and Everyday Health’s agreement, the acquisition can may be blocked extended only by court order. The FTC order or with the Antitrust Division may terminate the additional 10-day waiting period before its expirationconsent of Parent. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the DOJ or the FTC raises raise substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay the transaction while such negotiations continue. The Purchaser is We are not required to accept for payment Shares tendered in the Offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer have expired or been terminatedsatisfied. See Section 14—“Conditions 14—"Conditions of the Offer.” " The FTC and the DOJ sometimes scrutinize the legality under the Antitrust Laws (as defined below) of transactions such as the Purchaser’s 's acquisition of Shares in the Offer and the Merger. At any time before or after the Purchaser’s 's acquisition of Shares, either the DOJ or the FTC (whichever agency reviews the transaction) could take such action under the Antitrust Laws as it or they deem deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares in the Offer or, in the absence of an injunction, or otherwise seeking divestiture of Shares acquired by the Purchaser or divestiture of substantial assets of AveXis or Parent or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the Antitrust Laws under certain circumstances. There can be no assurance that a challenge on antitrust grounds to the Offer or other acquisition of Shares by the Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 14—“Conditions 14—"Conditions of the Offer” " for certain conditions of the Offer, including conditions with respect to litigation and certain government actions. As used in this Offer to Purchase, "Antitrust Laws" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable laws and regulations (including non U.S. laws and regulations) issued by a Governmental Body that are designed or intended to preserve or protect competition, prohibit and restrict agreements in restraint of trade or monopolization, attempted monopolization, restraints of trade and abuse of a dominant position, or to prevent acquisitions, mergers or other business combinations and similar transactions, the effect of which may be to lessen or impede competition or to tend to create or strengthen a dominant position or to create a monopoly.

Antitrust Matters. The Offer and the Merger are is subject to the HSR Act, which provides that parties to certain acquisition transactions may not be consummated unless certain information has been furnished to mergers or acquisitions notify the Antitrust Division DOJ and the FTC of the Department proposed transactions and wait a specific period of Justice (time before closing while the “DOJ”) agencies review the proposed transactions. Parent and the Federal Trade Commission (the “FTC”) and certain waiting period requirements have expired or been terminated. Pursuant to the Merger AgreementCompany each filed their respective HSR Act notification forms on May 14, on October 27, 2016, Parent and Everyday Health filed with the FTC 2020 and the DOJ a Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act (the “HSR Filing”) in connection with the purchase of the Shares in the Offer and the Merger. The filings are subject to a 15-day initial waiting period that would normally will expire at 11:59 p.m.pm on May 29, New York City time, on November 11, 20162020, unless terminated early or otherwise extended. Parent and the Company requested early termination of the 15-day waiting period is grantedperiod. However, the The DOJ or the FTC may extend the initial waiting period by requesting additional information or documentary material prior to such expirationfrom Parent. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the 10th tenth calendar day after substantial compliance by Parent with such request. If the waiting periods noted above would expire on a Table of Contents Saturday, Sunday or legal public holiday, the waiting period will instead expire at 11:59 p.m., New York City time, on the next business day. Accordingly, unless the DOJ or the FTC extends the waiting period by requesting additional information or documentary material, the waiting period under the HSR Act applicable to the Offer and the Merger will actually expire at 11:59 p.m., New York City time, on November 14, 2016, unless early termination Only one extension of the waiting period pursuant to a request for additional information is grantedauthorized by the HSR Act. After the Thereafter, such waiting period expires, absent ▇▇▇▇▇▇’s and Everyday Health’s agreement, the acquisition can may be blocked extended only by court order. The FTC order or with the Antitrust Division may terminate the additional 10-day waiting period before its expirationconsent of Parent. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the DOJ or the FTC raises raise substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay the transaction while such negotiations continue. The Purchaser is We are not required to irrevocably accept for payment purchase Shares tendered in the Offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer have expired or been terminatedsatisfied. See Section 14—“Conditions 14—"Conditions of the Offer.” " The FTC and the DOJ sometimes scrutinize the legality under the Antitrust Laws (as defined below) of transactions such as the Purchaser’s 's acquisition of Shares in the Offer and the Merger. At any time before or after the Purchaser’s 's acquisition of Shares, either the DOJ or the FTC (whichever agency reviews the transaction) could take such action under the Antitrust Laws as it or they deem deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares in the Offer or, in the absence of an injunction, or otherwise seeking divestiture of Shares acquired by the Purchaser or divestiture of substantial assets of the Company or Parent or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the Antitrust Laws under certain circumstances. There can be no assurance that a challenge on antitrust grounds to the Offer or other acquisition of Shares by the Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 14—“Conditions 14—"Conditions of the Offer” " for certain conditions of the Offer, including conditions with respect to litigation and certain government actions. The Offer is also subject to the German Act Against Restraints of Competition of 1958, as amended, and may be completed only if the German Federal Cartel Office (which we refer to as the "FCO") has cleared the Offer either by written approval or by the expiration of a one-month waiting period unless the FCO notifies Parent within the one-month waiting period of the initiation of an in-depth investigation, in which case the waiting period would be extended for an additional three months unless the FCO notifies Parent within the four-month waiting period that the acquisition satisfies the conditions for a prohibition and may not be consummated. Parent submitted a merger notification to the FCO on May 14, 2020 and the FCO cleared the Offer on May 20, 2020. The Offer is also subject to the Austrian Cartel Act 2005, as amended, and may be completed only if the Offer is deemed approved by the Austrian Federal Competition Agency (which we refer to as the "FCA") and the Federal Cartel Prosecutor ("FCP", together with the FCA the "Austrian Authorities"), either by waiver for filing a request for examination or by expiration of a four-week waiting period, which might be prolonged for two additional weeks upon application of the parties unless the Austrian Table of Contents Authorities notify Parent of the initiation of an in-depth investigation, in which case the waiting period would be extended for up to an additional ten months. Parent submitted the notification filing to the FCA on May 14, 2020 and the waiting period applicable to the Offer is scheduled to expire on June 12, 2020. As used in this Offer to Purchase, "Antitrust Laws" means the HSR Act, the Federal Trade Commission Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, and any applicable 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.