Merger control clearances Clause Samples

Merger control clearances. (a) The Parties shall use their best endeavours to ensure that the Merger Control Clearances are obtained as soon as possible after the Signing Date. Purchaser shall have primary responsibility for obtaining the Merger Control Clearances and shall take all steps necessary for that purpose (including making appropriate submissions, notifications and filings), in consultation with Seller within ten (10) Business Days after the Signing Date. Purchaser shall for this purpose: (i) as soon as practically possible, but in any event within two (2) Business Days, notify Seller (and provide copies or, in the case of non-written communications, details) of any communications with any merger control authority having jurisdiction over any of the Merger Control Clearances (Merger Control Authorities); (ii) communicate with any such Merger Control Authorities only after prior consultation with Seller or its advisers (and taking into account any reasonable comments and requests of Seller and its advisers); and (iii) regularly review with Seller the progress of any communications, notifications or filings with a view to obtaining the Merger Control Clearances at the earliest reasonable opportunity. (b) Except as required by applicable Law, Purchaser shall not make any filing with any Merger Control Authorities in relation to the Transaction which is not required in order to obtain the Merger Control Clearances without obtaining the prior written consent of Seller to the making of it and to its form and content; such consent shall not be unreasonably withheld. (c) Purchaser undertakes not to, and shall procure that Purchaser’s Affiliates will not, take any action, enter into any transaction or into any agreement to effect any transaction (including any merger or acquisition), that might reasonably be expected to make it more difficult, or to increase the time required, to obtain the Merger Control Clearances, or otherwise prevent, delay or interfere with the consummation of the transactions contemplated under this Agreement. (d) Purchaser shall to the extent that any of the Merger Control Authorities indicates that its consent or approval may not be granted without remedies (conditions or undertakings) being required, take, or cause to be taken, all steps which are necessary for the fulfilment of any requirements of the relevant Merger Control Authority, provided such requirements, remedies conditions or undertakings do not cause any undue commercial hardship for Purchaser ...

Merger control clearances. After publication of this Offer Document and at the latest by [●]1 2021, each of the Offer Conditions set out in Section 12.1.1 (a)-(d) of this Offer Document have been fulfilled: (a) the German Federal Cartel Office (Bundeskartellamt) has approved the Transaction or the Transaction is deemed to be approved or the FCO has confirmed that it is not competent to review the Transaction; (b) the Austrian FCA and FCP have approved the Transaction or the Transaction is deemed to be approved or the FCA and the FCP have confirmed that they are not competent to review the Transaction; (c) the Polish UOKiK has approved the Transaction or the Transaction is deemed to be approved or the UOKiK has confirmed that it is not competent to review the Transaction; (d) In the event of a referral to the European Commission pursuant to Article 22 of the EU Merger Regulation (“EUMR”), the European Commission having approved the Transaction under the EUMR, and completion of the Transaction is no longer subject to a suspense obligation under applicable competition law.

Merger control clearances. To the extent such clearances have not been granted or are not deemed to have been granted under the applicable merger control laws prior to the publication of the Offer Document, all applicable merger control clearances in the countries listed in Exhibit 3.5.1 required to consummate the Transaction are either (i) granted by the competent merger control authorities, or (ii) deemed to have been granted under the applicable merger control laws, or (iii) not required to be obtained as the competent authorities have confirmed that they do not have or do not assume jurisdiction over the Transaction, in each case no later than the Long Stop Date (herein “Merger Control Clearances” and together with any FDI Clearances and FSR Clearance “Clearances”).

Merger control clearances. (i) in the United States, the statutory waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated; (ii) in Germany, the German Federal Cartel Office (“Bundeskartellamt”) having decided that the prohibition criteria in Section 36 German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, “GWB”) are not satisfied or the waiting periods according to Section 40 para. 1 sent. 1 or Section 40 para. 2 sent. 2 GWB shall have expired without the Bundeskartellamt having issued a prohibition of the Transaction or initiated an in-depth review (phase II); (iii) in the UK, as at the date on which all other conditions are satisfied or waived, the Competition and Markets Authority (“CMA”), having responded to a briefing paper in writing that it has no further questions in relation to the Transaction (and having not otherwise opened an inquiry, or indicated that it is still investigating whether it may do so); or confirmation having been received in writing from the CMA that the CMA does not intend to make Phase 2 reference pursuant to the Enterprise ▇▇▇ ▇▇▇▇ in connection with the Transaction or any matters arising therefrom (including as a result of the acceptance of undertakings in lieu of a reference); or the period within which the CMA is required to decide whether the duty to make a Phase 2 reference with respect to the Transaction or any matters arising therefrom has expired without such a decision having been made; or where the Transaction or any part of it has been referred for a Phase 2 investigation, the CMA deciding that the Transaction or the part referred for a Phase 2 investigation may proceed (“Merger Control Clearances”).

Merger control clearances. Each of the competent Merger Control Authorities, wherever a notification or approval procedure is mandatory and suspensive, shall either (i) have authorized, formally or by tacit decision where applicable, the transactions contemplated hereby or (ii) have decided under the applicable Competition Laws that the transactions contemplated hereby do not give rise to a concentration falling within the scope of such regulations. For the avoidance of doubt, the waiting period (and any extension thereof) of the HSR Act shall have been terminated or expired in order to satisfy this Section 13.1.1.