MERGER CONTROL CLEARANCE Sample Clauses
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MERGER CONTROL CLEARANCE. 7.5.1 The Buyer will no later than 15 Business Days after the Signing Date prepare and procure the submission of complete notifications to the Competition Authorities. The Majority Sellers’ Representatives shall provide the Buyer with reasonable assistance and necessary information in relation to such notifications. Following submission, the Buyer shall prepare and submit any and all information necessary for the Competition Authorities to grant the merger control clearances required for consummation of the Transaction. All material communication with the Competition Authorities with respect to the filings made shall as to the extent permitted by ▇▇▇, as promptly as possible, be notified to the Majority Sellers’ Representatives, who shall also be provided with a copy of all such communication (if applicable, redacting any information relating to the Buyer and/or the Buyer’s Affiliates that the Buyer reasonably believes is commercially sensitive). Each of the Parties shall, at the request of the other, and as permitted by Law, furnish the other, in a timely manner, with all information concerning itself and, as regards the Majority Sellers, information concerning the Sellers and/or the Group as may be reasonably necessary or advisable with a view to obtaining the merger control clearances. In case applicable Law prohibits the exchange of certain information between the Parties, and such information is reasonably necessary or advisable to exchange with a view to obtaining the merger control clearances, the information shall be exchanged between the Parties’ respective legal counsels on a counsel-to-counsel basis without any disclosure to the other Party. Each Party shall bear its own costs in connection to merger control and the satisfaction of the Regulatory Condition.
7.5.2 If any of the clearances referred to in clause 7.2 are or will be granted only if commitments are offered and/or accepted to remove competition Law concerns, the Buyer shall offer and accept any such commitments, and the Buyer shall without undue delay take commercially reasonable measures to arrange for or procure that the Buyer and/or any of the Buyer’s group companies, respectively, accept and implement such pre-Closing actions as are necessary to permit Closing without this giving rise to any adjustment of Purchase Price so that the Transaction may be completed. Similarly, post-Closing the Buyer shall procure that the Group as applicable undertake and/or complies with any commitment...
MERGER CONTROL CLEARANCE. Seller and Buyer shall cooperate and provide each other with all necessary and appropriate assistance to notify the concentration contemplated in this Agreement to the Federal Cartel Office as well as to the Belgian and Mexican antitrust agencies.
MERGER CONTROL CLEARANCE. Parties obtained merger control clearance on 16 January 2015.
MERGER CONTROL CLEARANCE. Insofar as the United States Department of Justice Antitrust Division or the United States Federal Trade Commission considers the Transaction to fall within the scope of the ▇▇▇▇▇▇▇ Act, as amended; the ▇▇▇▇▇▇▇ Act, as amended; the HSR Act; the Federal Trade Commission Act, as amended; and all other federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolisation or restraint of trade, merger control clearance having been received from either the United States Department of Justice Antitrust Division or the United States Federal Trade Commission or any appropriate waiting periods (including any extensions) having expired, lapsed or been terminated (as appropriate), and in respect of jurisdictions in which the Purchaser has determined merger control approvals are mandatory outside the United States1, merger control clearance having been received from the Regulatory Authorities or any appropriate waiting periods (including any extensions) having expired, lapsed or been terminated (the “Antitrust Condition”).
MERGER CONTROL CLEARANCE. 11.1.1 The Closing is permissible as a result of (i) the approval granted by the FCO (Bundeskartellamt) as defined in Section 10.1.2 and (ii) clearance obtained under the HSR Act, as set forth in Section 10.1.3.
11.1.2 The approval of the Federal Cartel Office shall be deemed to be granted on the 1st (first) day after the occurrence of any of the following events:
(a) Notification by the Federal Cartel Office that the purchase of the Sale Shares by the Purchasers does not fulfill the prohibition prerequisites of § 36 sec. 1 of the German Act against Restraint of Competition (GWB);
(b) Expiration of a period of 1 (one) month since the submission of the merger control filing of the contemplated purchase of the Sale Shares to the Federal Cartel Office pursuant to § 40 GWB, provided that prior to the expiration of such period the Federal Cartel Office has not declared that it has entered into the main examination proceeding (Hauptprüfverfahren);
(c) Formal decision of the Federal Cartel Office that the contemplated purchase of the Sale Shares is cleared according to § 40 sec. 2 GWB after the Federal Cartel Office has entered into the main examination proceeding;
(d) Expiration of a period of 4 (four) months since the merger control filing of the contemplated purchase of the Sale Shares with the Federal Cartel Office pursuant to § 40 GWB provided that the Parties have not agreed to any extension of the 4 (four) months period and the Federal Cartel Office has not prohibited the acquisition of the Sale Shares prior to the expiration of such period;
(e) Expiration of any extended period to which the notifying parties have agreed under § 40 sec. 2 no. 1 GWB provided that the Federal Cartel Office has not prohibited the acquisition of the Sale Shares prior to the expiration of such period.
11.1.3 Clearance under the HSR Act shall be deemed to be obtained on the 1st (first) day after the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.
MERGER CONTROL CLEARANCE. The Sellers and the Purchaser mutually confirm that the following documents were presented within the closing procedure: [•] dated [•] and [•] dated [•] (SPA-Section 6.2.2) copies of which are attached as Annex 3.2. The Sellers and the Purchaser mutually agree that the Closing Condition set forth in SPA-Section 6.2.2 regarding merger control clearance has been duly fulfilled on [•].
MERGER CONTROL CLEARANCE. A decision of the Office becomes valid and binding which (i) approves the concentration of undertakings established by this Agreement; or (ii) declares that the concentration of undertakings established by this Agreement is not subject to the approval of the Office, (iii) or other fact occurs which has the same effects under the generally binding laws and regulations. This condition precedent shall not apply if it is being established, in terms satisfactory to the Parties, that the concentration of undertakings established by this Agreement does not require an approval of the Office (incl. for the reason that the transaction was approved by the European Commission, if applicable).