HSR and Equivalent Foreign Laws Sample Clauses

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the applicable Option Deadline Period that the exercise of any Option by GSK under this Agreement is required to be filed with the Federal Trade Commission (the "FTC") under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (15 U.S.C. §18a) ("HSR") or with equivalent foreign governmental authorities under any similar foreign law, the applicable Option Deadline Period shall be extended automatically by [***] from the original expiration of the applicable Option Deadline Period (the "Option Deadline Extension Period") in the event that: (i) the HSR (or similar foreign law) initial waiting period is still pending as of the original date of the expiration of the Option Deadline Period; or (ii) a "Second Request" to which GSK intends to respond is received from the FTC (or equivalent foreign authority) in connection with such filing and clearance has not been granted as of the Option Deadline Period. In the event that HSR (or similar foreign law) clearance has still not been granted as of the expiration of the Option Deadline Extension Period, Anacor and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Extension Period is required. In such event, such extension of the Option Deadline [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Extension Period shall only be effective with the mutual written approval of the Parties, not to be withheld by Anacor if GSK can demonstrate a credible basis to believe, based on documented correspondence from the FTC (or equivalent foreign authority) that such HSR (or similar foreign law) clearance is or will more likely than not be forthcoming. In the event that HSR (or similar foreign law) clearance is not granted upon expiration of the applicable Option Deadline Extension Period, the applicable Option shall be deemed to have expired unexercised.
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HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the Review Period for exercise of an Option for a Particular Collaboration Program that the exercise of such an Option is required to be filed with the Federal Trade Commission (the “FTC”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (15 U.S.C. §18a) (“HSR”) or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of exercise of the Option to TELETHON-HSR prior to the end of the Review Period, which notice shall include GSK’s binding commitment to complete the exercise of the Option, subject only to HSR or other governmental *** Confidential Treatment Requested *** clearance by the FTC or other governmental authority, and the Review Period automatically shall be extended for [***] (the “Review Period Extension”). If the exercise of the Option does not comply with the requirements of Section 4.2 and this Section 4.10, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR or other governmental clearance, then the Parties shall negotiate in good faith to determine an appropriate way to proceed. If HSR or other governmental clearance is not granted within the Review Period Extension, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Review Period Extension shall be extended for an additional period of time as reasonably needed (which additional period is not expected to exceed an additional [***] unless reasonably required to obtain clearance) to permit GSK to obtain FTC or other governmental clearance or to respond to the Second Request or provide additional information to the governmental authority. If GSK elects not to respond to the Second Request or to withdraw its request for HSR or other governmental clearance or HSR, the Option shall terminate, and TELETHON-HSR shall have the same rights as are set forth in Section 4.2(d) in respect of the Vectors resulting from the applicable Collaboration Program. If HSR or other governmental clearance has not been granted by the end of the extended Review Period Extension, TELETHON-HSR and GSK shall promptly meet to discuss in good faith whether an additional extension of the Review Period Extension is reasonable under the circumstances, and to discuss and consider in good faith,...
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Related to HSR and Equivalent Foreign Laws

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

  • Dividend Equivalents and Adjustments (a) Dividend Equivalents shall be paid or credited on RSUs (other than RSUs that, at the relevant record date, previously have been settled or forfeited) as follows, except that the Committee may specify an alternative treatment from that specified in (i), (ii), or (iii) below for any dividend or distribution:

  • Award of Performance Shares Subject to all terms and conditions of the Plan and this Agreement, the Company has awarded to the Employee on the date indicated on the Award Summary the number of Performance Shares (individually, the “PS”) as shown on the Award Summary. Notwithstanding anything herein to the contrary, only active Employees and those Employees on Short Term Disability Leave, Social Service Leave, Family Medical Leave or Paid Uniform Services Leave (pursuant to the Company’s Human Resources Policies) on the effective date of the award as shown on the Award Summary shall be eligible to receive the award.

  • Award of Performance Stock Units The Company hereby grants to you, effective as of the Grant Date, an Award of Performance Stock Units for that number of Performance Stock Units communicated to you and set forth in the Company’s records (the “PSUs”), on the terms and conditions set forth in such communication, this Agreement and the Plan. Each PSU represents the right to receive one share of Stock, subject to the terms and conditions set forth herein.

  • Restricted Stock Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Restricted Stock Units Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Grant of Performance Share Units The Company hereby grants to the Participant the Target Number of PSUs Granted, effective as of the Date of Award and subject to the terms and conditions of the Plan and this Award Agreement. Each PSU represents the unsecured right to receive a number of Shares, if any, in accordance with the terms and conditions of this Award Agreement. The Participant shall not be required to pay any additional consideration for the issuance of the Shares, if any, upon settlement of the PSUs.

  • Vesting of Performance Shares As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment.

  • Exercise of Nonstatutory Stock Option There may be a regular ------------------------------------- federal income tax liability upon the exercise of a Nonstatutory Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

  • Grant of Performance Units Capital One hereby grants to you an award of Units with a Target Award, as indicated on the Grant Notice. The maximum payout for this award is 150% of the Target Award plus accrued dividends pursuant to Section 6. The Units shall vest and the underlying shares of common stock of Capital One, $.01 par value per share (such underlying shares, the “Shares”), shall be issuable only in accordance with the provisions of this Agreement and the Plan.

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