H-S-R Act Sample Clauses

H-S-R Act. The waiting period applicable to the filings made under the H-S-R Act pursuant to Section 6.5(a) hereof shall have expired or been terminated.

H-S-R Act. All filings required to be made under the H-S-R Act shall have been made, and the waiting period thereunder shall have expired or early termination thereof shall have been granted.

H-S-R Act. Each of Purchaser and Sellers shall, within ten Business Days following the date hereof, file duly completed and executed Pre-Merger Notification and Report Forms as required under the H-S-R Act and shall otherwise use their respective best efforts to comply promptly with any requests made by the Federal Trade Commission ("FTC") or the Department of Justice ("DOJ") pursuant to the H-S-R Act or the regulations promulgated thereunder. Sellers shall cause MMP, to the extent required by law, to join in or provide information in connection with such filing, including, but not limited to, any response to any request by the FTC or DOJ. All filing fees and other similar payments in connection with the H-S-R Act shall be split equally by Purchaser and the Sellers.

H-S-R Act. Buyer shall promptly make any and all filings that are or may be required under the H-S-R Act. Buyer shall cooperate and use reasonable efforts to ensure that any pre-acquisition waiting period required by the H-S-R Act expires or is otherwise terminated, and shall comply promptly with any requests made pursuant to the H-S-R Act or the regulations thereunder.

H-S-R Act. (i) The Guarantor, directly or indirectly, (A) holds 50% or more of the outstanding voting securities of the Licensee, (B) has the right to 50% or more of the profits of the Licensee and 50% or more of the assets of the Licensee in the event of dissolution, or (C) has the contractual power presently to designate 50% or more of the directors of the Licensee or individuals exercising similar functions; (ii) No person or entity, other than the Guarantor, (A) holds 50% or more of the outstanding voting securities of the Licensee, (B) has the right to 50% or more of the profits of the Licensee or 50% or more of the assets of the Licensee in the event of dissolution, or (C) has the contractual power presently to designate 50% or more of the directors of the Licensee or individuals exercising similar functions; (iii) No person or entity (A) holds 50% or more of the outstanding voting securities of the Guarantor, (B) has the right to 50% or more of the profits of the Guarantor or 50% or more of the assets of the Guarantor in the event of dissolution, or (C) has the contractual power presently to designate 50% or more of the directors of the Guarantor or individuals exercising similar functions; (iv) Pursuant to Volume 16 of the United States Code of Federal Regulations, Part 801.10(c)(3), the board of directors (or similar body) of the Guarantor or its delegatee has, within the 60 calendar days immediately preceding the date of the Licence Agreement, determined in good faith that the fair market value of the assets located in the United States that the Licensee will acquire and hold after execution of the Licence Agreement does not exceed US$50 million; (v) The Guarantor and its Affiliates have not (A) within the 180 days immediately preceding the date of the Licence Agreement, acquired or entered into any agreement to acquire from the Burberry Group any assets other than those set forth in the Licence Agreement, or (B) acquired voting securities of any member of the Burberry Group; and (vi) As a result of the good faith, fair market valuation by the Guarantor of the assets Licensee will acquire and hold after execution of the Licence Agreement, the Guarantor has determined not to file a U.S. Premerger Notification.

H-S-R Act in connection with the execution, delivery and performance of the Licence Agreement; and

H-S-R Act. The waiting period applicable under the H-S-R Act shall have been terminated or shall have expired, no litigation shall be pending or threatened with respect to any antitrust issue, and the Closing shall then be permitted to occur without violation of the H-S-R Act.

H-S-R Act. To the extent required by law, Seller and MK on the one hand and Purchaser on the other shall each file or cause to be filed with the Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any notifications required to be filed by their respective "ultimate parent entities" under the H-S-R Act, with respect to the transactions contemplated herein. Each party shall be responsible for all expenses incurred in the preparation of their respective H-S-R Act filings and the filing fees to be paid in connection with the H-S-R Act filings. The parties shall use their reasonable best efforts to make such filings promptly, to respond to any requests for additional information made by either the FTC or DOJ, to cause the waiting periods under the H-S-R Act to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense (including, without limitation, the institution or defense of legal proceedings) any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein.

H-S-R Act. Seller and Seller's Parent shall promptly make any and all filings that are or may be required under the H-S-R Act. Seller shall cooperate and use reasonable efforts to ensure that any pre-acquisition waiting period required by the H-S-R Act expires or is otherwise terminated, and shall cause the PRC Companies to comply promptly with any requests made pursuant to such act or the regulations thereunder. Section 5.5.