Common use of HSR Condition Clause in Contracts

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.

HSR Condition. If in the reasonable judgment of the InvestorInfineon, the InvestorInfineon's acquisition of Shares shares of Ramtron Common Stock upon exercise of its rights under this Section 10 would require a filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act or under any similar body of 1976law of the European Union or any Member State thereof, as amended (the "HSR Act"), Parent Ramtron and the Investor Infineon each will take such actions as may be required promptly to comply with the requirements of the HSR Act or under any similar body of law of the European Union or any Member State thereof 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")) or the appropriate governmental authority, 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 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 Ramtron and the Investor Infineon 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 shares of Ramtron Common Stock by the Investor Infineon that either (i) no filing under the HSR Act or under any similar body of law of the European Union or any Member State thereof by the Investor Infineon is required in connection with such acquisition or (ii) any applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has expired or been terminated. If the applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has not expired or been terminated within 180 days after filing of the HSR Report or if the Investor Infineon and Parent Ramtron agree to withdraw the HSR Report, then Parent Ramtron will use its reasonable best efforts to afford to the Investor Infineon the benefits intended to be provided by this Section 10 by granting to the Investor Infineon the right to acquire, on the same terms as the securities originally to be acquired, other securities of Parent Ramtron 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 shares that the Investor Infineon was to acquire pursuant to this SectionSection 7.5.

HSR Condition. If in the reasonable judgment of the InvestorInfineon, the InvestorInfineon's ------------- acquisition of Shares shares of Ramtron Common Stock upon exercise of its rights under this Section 10 would require a filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act or under any similar body of 1976law of the European Union or any Member State thereof, as amended (the "HSR Act"), Parent Ramtron and the Investor Infineon each will take such actions as may be required promptly to comply with the requirements of the HSR Act or under any similar body of law of the European Union or any Member State thereof 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")) or the appropriate governmental authority, 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 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 Ramtron and the Investor Infineon 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 shares of Ramtron Common Stock by the Investor Infineon that either (i) no filing under the HSR Act or under any similar body of law of the European Union or any Member State thereof by the Investor Infineon is required in connection with such acquisition or (ii) any applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has expired or been terminated. If the applicable waiting period under the HSR Act or under any similar body of law of the European Union or any Member State thereof has not expired or been terminated within 180 days after filing of the HSR Report or if the Investor Infineon and Parent Ramtron agree to withdraw the HSR Report, then Parent Ramtron will use its reasonable best efforts to afford to the Investor Infineon the benefits intended to be provided by this Section 10 by granting to the Investor Infineon the right to acquire, on the same terms as the securities originally to be acquired, other securities of Parent (e) Ramtron 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 shares that the Investor Infineon was to acquire pursuant to this SectionSection 7.5.

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 XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (the txx "HSR ActXXX Xxx"), Parent Xxrent 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.