HSR Filings Clause Samples
The HSR Filings clause outlines the parties' obligations to comply with the Hart-Scott-Rodino Antitrust Improvements Act by submitting required notifications and information to the relevant governmental authorities before completing a transaction. In practice, this clause typically specifies which party is responsible for preparing and filing the necessary documents, covers the timing of submissions, and may address the allocation of filing fees. Its core function is to ensure that the transaction does not proceed until all antitrust clearance requirements are satisfied, thereby reducing the risk of regulatory delays or legal challenges.
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HSR Filings. From time to time during the term hereof as may be required, the Company and the Investor each shall execute and file, or cause the execution and filing of, all applications and documents that may be required by the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Antitrust Division") a premerger notification form and any other supplemental information which may be requested in connection with this Agreement and the transactions contemplated hereby pursuant to HSR, which filings and supplemental information will comply in all material respects with HSR. The Company and the Investor shall cooperate fully with each other in connection with the preparation of such filings and shall each pay fifty percent (50%) of any applicable HSR filing fee. Prior to any Subsequent Draws or the Investor's exercise of any Warrants, and from time to time as may be appropriate, the Company and the Investor shall consult with each other concerning the necessity and timing of each applicable filing under HSR and mutually agree upon an appropriate course of action. The Company and the Investor each shall use their best commercial efforts to take such action as may be required to cause the expiration or early termination the notice periods under HSR as promptly as possible after any applicable filing date and to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under HSR; provided, however, notwithstanding the foregoing, neither party shall agree to any change or amendment to this Agreement unless such change or amendment is agreed to by the other party in advance. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or the transactions contemplated hereby as violative of HSR, the Company and the Investor shall cooperate and use best commercial efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent that is in effect and that prohibits, prevents, or restricts consummation and/or effectiveness of the Agreement or the transactions contemplated hereby, unless by mutual agreement the Company and the Investor decide that such action is not in their respective best interests. The parties hereto will con...
HSR Filings. Each party hereto shall file or cause to be filed with the Federal Trade Commission and the Department of Justice any notifications required to be filed under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. Such parties will use all reasonable efforts to coordinate such filings and any responses thereto, to make such filings promptly and to respond promptly to any requests for additional information made by either of such agencies.
HSR Filings. In addition to and without limiting Purchaser's covenants contained in Section 5.01, Purchaser will (a) consult with Seller as to the appropriate timing of filings and take promptly all actions necessary to make the filings required of Purchaser or its Affiliates under the HSR Act, (b) comply at the earliest practicable date with any request for additional information received by Purchaser or its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (c) cooperate with Seller in connection with Seller's filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general.
HSR Filings. In addition to and not in limitation of the Company's covenants contained in SECTION 4.01 above, the Company will (a) take promptly all actions necessary to make the filings required of the Company or its Affiliates under the HSR Act, (b) comply at the earliest practicable date with any request for additional information received by the Company or its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (c) cooperate with Purchaser in connection with Purchaser's filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general.
HSR Filings. Caldera, SCO and Newco will as promptly as practicable prepare and file the applicable notices and forms (if any) required to be filed by them under the HSR Act or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreem...
HSR Filings. Each of Jounce and Celgene will, within [***] after the execution of a Development & Commercialization Agreement (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR Filing required of it under the HSR Act in the reasonable opinion of either Party with respect to the transactions contemplated by such Development & Commercialization Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR Filing. Each Party shall be responsible for its own costs, expenses, and filing fees associated with any HSR Filing; provided, however, the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any such HSR Filing. In the event that the Parties make an HSR Filing under this Section 3.2.2, the relevant Development & Commercialization Agreement shall terminate (i) at the election of either Party, immediately upon notice to the other Party, in the event that the FTC or DOJ obtains a preliminary injunction under the HSR Act against the Parties to enjoin the transactions contemplated by such Development & Commercialization Agreement, or (ii) at the election of either Party, immediately upon notice to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to [***] after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2.2, none of the terms and conditions contained in a Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (A) the execution date of the Development & Commercialization Agreement, (B) if a determination is made pursuant to this Section 3.2.2 that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (C) if notification of the Development & Commercialization Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all a...
HSR Filings. In addition to and not in limitation of Seller’s and Parent’s covenants contained in Section 4.01, Seller and Parent will (a) take promptly all actions necessary to make the filings required of Seller, Parent or their Affiliates under the HSR Act, (b) comply at the earliest practicable date with any request for additional information received by Seller, Parent or their Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (c) reasonably cooperate with Purchaser in connection with Purchaser’s filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by either the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general.
HSR Filings. As promptly as practicable after the date of ----------- this Agreement, each of the parties hereto will make any filings required by the HSR Act to be made by it in order to consummate the transactions contemplated hereby and required in connection with the conversion of Class C Common Stock to Class A Common Stock, and each party hereto will cooperate with the other party hereto in connection with any such filings required by the HSR Act. Notwithstanding anything to the contrary contained herein, nothing in this Agreement will require any Person, whether pursuant to an order of the Federal Trade Commission or the United States Department of Justice or otherwise, to dispose of any assets, lines of business or equity interests, or otherwise take any action that would materially affect its business, in order to obtain the consent of the Federal Trade Commission or the United States Department of Justice to the transactions contemplated by this Agreement. Each of the parties hereto shall promptly provide the other party (or its counsel) copies of all filings made and any materials submitted in connection with the HSR Act. The Class C Common Stock issued to Purchaser (i) may be converted by Purchaser into Class A Common Stock only if all consents, approvals or authorizations of, or declarations to or filings with, any governmental authority, including, without limitation, filings required under the HSR Act and the termination or expiration of any applicable waiting period under the HSR Act, as may be required for such conversion have been obtained or made, as the case may be, to the reasonable satisfaction of the Company and (ii) shall be converted at such time.
HSR Filings. If Spark reasonably determines in good faith prior to the exercise of an Option for a Potential Target that the exercise of such Option requires HSR Clearance under the HSR Act, Spark shall provide written notice of such determination to Selecta in its notice of exercise such Option for such Potential Target. If HSR Filings are required, each Party shall use Commercially Reasonable Efforts to prepare and file its respective HSR Filing as promptly as is practicable. The Parties will cooperate with one another to the extent necessary in the preparation of any such HSR Filings. [***] shall be responsible for [***], incurred by such Party in connection with the preparation and filing of submissions to the FTC and DOJ (“Antitrust Authority”) under the HSR Act in accordance with this Section 2.9 and [***] shall be responsible for all HSR Act filing fees in connection therewith. The Parties shall use their respective Commercially Reasonable Efforts to obtain HSR Clearance for the exercise of such Option and to resolve as promptly as practicable any objections that [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions may be asserted with respect to this Agreement or the transactions contemplated by this Agreement under any antitrust, competition or trade regulatory law. Specifically, without limitation, each Party shall: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Antitrust Authority with respect to such Option exercise for such Potential Target, (ii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any Antitrust Authority, (iii) not participate in any substantive meeting or have any substantive communication with any Antitrust Authority unless it has given the other Party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Antitrust Authority, gives the other the opportunity to attend and participate therein, (iv) furnish the other Party’s outside legal counsel with copies of all filings and communications between it and any such Antitrust Authority with respect to such Option exercise for such Potential Target; provided...
HSR Filings. 30 SECTION 6.4