HSR Condition Sample Clauses

HSR Condition. If in the reasonable judgment of the Investor, the Investor's acquisition of Shares upon exercise of its rights under this Section 10 would require a filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), Parent and the Investor each will take such actions as may be required promptly to comply with the requirements of the HSR Act relating to the filing and furnishing of information (an "HSR Report") to the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"), such actions to include (i) preparing and cooperating with each other in preparing the HSR Report to be filed by or on behalf of each of them so as to avoid errors or inconsistencies between their HSR Reports in the description of the reported transaction and to permit the filing of their HSR Reports in a timely fashion, (ii) complying with any request for additional documents or information made by the FTC, the DOJ or any other Governmental Entity or by any court and assisting the other in so complying and (iii) causing all Persons which are part of the same "person" (as defined for purposes of the HSR Act) as such party to cooperate and assist in such compliance. Parent and the Investor each will pay any costs that it incurs in complying with the obligations set forth in this paragraph. It will be a condition precedent to the acquisition of Shares by the Investor that either (i) no filing under the HSR Act by the Investor is required in connection with such acquisition or (ii) any applicable waiting period under the HSR Act has expired or been terminated. If the applicable waiting period under the HSR Act has not expired or been terminated within 180 days after filing of the HSR Report or if the Investor and Parent agree to withdraw the HSR Report, then Parent will use its reasonable best efforts to afford to the Investor the benefits intended to be provided by this Section 10 by granting to the Investor the right to acquire, on the same terms as the securities originally to be acquired, other securities of Parent having substantially the same rights, privileges and preferences as the securities originally to be acquired, except that such other securities will not possess voting rights and will be convertible into the Shares that the Investor was to acquire pursuant to this Section.
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HSR Condition. Holdco, Parent and the Company agree that prior to the consummation of the Mergers, any waiting period (and any extension thereof) or approvals applicable to the consummation of the Mergers under the HSR Act or any foreign antitrust or combination law or material filings, consents, approvals and authorizations legally required to be obtained to consummate the Mergers shall have expired, been terminated or obtained, as applicable. Any and all filing fees incurred by any Stockholder in connection with making such filings or obtaining such consents, approvals or authorizations shall be promptly reimbursed by Parent.
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HSR Condition. 3.3 The Company shall (and shall procure that the Acquired Group shall) at its own cost:
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HSR Condition. The applicable waiting period (and any extension thereof) under the HSR Act or under any similar foreign antitrust or competition law applicable to the Merger or the Transactions shall have expired or been terminated, or, where applicable, approval under such laws shall have been obtained (the “HSR Condition”).
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HSR Condition. The effectiveness of this Agreement and the ------------- Parties rights and obligations under this Agreement are conditioned upon expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-trust Improvements Act of 1976. The Parties agree to request early termination or waiver of any waiting periods under the HSR Act.
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HSR Condition. If in the reasonable judgment of the Purchaser, the Purchaser's acquisition of shares of Common Stock upon exercise of its rights under this Section 6.2 would require a filing under the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "HSR Act"), the Company and the Purchaser each will take such actions as may be required promptly to comply with the requirements of the HSR Act relating to the filing and furnishing of information (an "HSR Report") to the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"), such actions to include (i) preparing and cooperating with each other in preparing the HSR Report to be filed by or on behalf of each of them so as to avoid errors or inconsistencies between their HSR Reports in the description of the reported transaction and to permit the filing of their HSR Reports in a timely fashion, (ii) complying with any request for additional documents or information made by the FTC, the DOJ or any other Governmental Authorities and assisting the other in so complying and (iii) causing all persons which are part of the same "person" (as defined for purposes of the HSR Act) as such party to cooperate and assist in such compliance. The Company and Purchaser each
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HSR Condition. “HSR Condition” shall refer to the condition described in (2)(d) of Annex I.
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HSR Condition. CONSUMMATION OF THE OFFER IS CONDITIONED UPON THE RECEIPT OF AN INFORMAL STATEMENT FROM THE PREMERGER NOTIFICATION OFFICE OF THE FEDERAL TRADE COMMISSION (THE "FTC") THAT THE TRANSACTIONS CONTEMPLATED BY THE OFFER AND THE PROPOSED MERGER ARE NOT SUBJECT TO, OR EXEMPT FROM, THE XXXX-XXXXX-XXXXXX ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED (THE "HSR ACT"), OR, IN THE ABSENCE OF RECEIPT OF SUCH INFORMAL STATEMENT, ANY APPLICABLE WAITING PERIOD UNDER THE HSR ACT HAVING EXPIRED OR BEEN TERMINATED PRIOR TO THE EXPIRATION OF THE OFFER (THE "HSR CONDITION"). Parent and Purchaser believe that the Offer and the Proposed Merger are not subject to, or are exempt from, the HSR Act. Parent and Purchaser will request the Premerger Notification Office of the FTC to confirm this understanding. FINANCING CONDITION. CONSUMMATION OF THE OFFER IS CONDITIONED UPON PARENT AND PURCHASER OBTAINING, PRIOR TO THE EXPIRATION OF THE OFFER, ON TERMS REASONABLY ACCEPTABLE TO PARENT, SUFFICIENT FINANCING TO ENABLE CONSUMMATION OF THE OFFER AND THE PROPOSED MERGER (THE "FINANCING CONDITION"). See Section 10 for a description of the commitments of Xxxxxxx Xxxxx Capital Corporation and Xxxxxx Guaranty Trust Company of New York ("Xxxxxx"), as lenders (in such capacity, the "Lenders"), to provide Parent with an aggregate of $4 billion of loans in connection with the Offer and the Proposed Merger. Parent intends to obtain the balance of the approximately $11.5 billion in funds necessary to consummate the Offer and the Proposed Merger, to pay related fees and expenses, to refinance Parent's and the Company's existing debt and for working capital purposes through borrowings from a syndicate of financial institutions to be arranged by the Lenders. Parent expects to contribute such funds to Purchaser in order to finance the purchase of Shares pursuant to the Offer and the Proposed Merger. See Section 10.
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Related to HSR Condition

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration.

  • Change in Condition There occurs any event or a change in the condition or affairs, financial or otherwise, of Borrower which, in the reasonable opinion of Lender, impairs Lender's security or ability of Borrower to discharge its obligations hereunder or which impairs the rights of Lender in such Collateral.

  • Other Conditions v1.10 Questions? xxxxxxxxxxxx@xxxxxxxxx.xxx or +0-000-000-0000 (toll free in the US) or

  • Termination Conditions This Agreement terminates upon the earlier of any of the following events: 18.1. Podmínky ukončení platnosti smlouvy Platnost této smlouvy skončí, jakmile nastane kterákoliv z následujících událostí:

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

  • Other Conditions Precedent Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and 4.1.10 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Mortgagee.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Weather Conditions In the event of temporary suspension of work or during inclement weather or whenever the OWNER shall direct, the CONSTRUCTION MANAGER will, and will cause its Subcontractors to protect carefully its and their work and material against damage or injury from the weather. If, in the opinion of the OWNER, any Work or material shall have been damaged or injured by reason of failure on the part of the CONSTRUCTION MANAGER or any of its Subcontractors so to protect his work, said materials shall be removed and replaced at the expense of the CONSTRUCTION MANAGER.

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

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