Antitrust Restraint definition
Antitrust Restraint has the meaning ascribed thereto in Section 5.4(3);
Antitrust Restraint has the meaning set forth in Section 6.5(c).
Antitrust Restraint means the requirement of any Governmental Body that the Purchaser make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (i) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of the Purchaser or any of its Affiliates or the Acquired Companies, (ii) the imposition of any limitation or regulation on the ability of the Purchaser or any of its Affiliates to freely conduct their business or own such assets or (iii) the holding separate of the Acquired Companies Interests or any limitation or regulation on the ability of the Purchaser or any of its Affiliates to exercise full rights of ownership of the Acquired Companies Interests.
Examples of Antitrust Restraint in a sentence
There shall not be instituted or pending any suit, action or proceeding asserted by or before any Governmental Entity having jurisdiction over the parties and the actions herein proposed to be taken that is seeking to impose an Antitrust Restraint.
Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date).
No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Entity which has or could have the effect of limiting or restricting Purchaser’s ownership, conduct or operation of the business of the Company and/or any Subsidiary following the Closing shall be in effect, nor shall there be pending or threatened any suit, action or proceeding seeking any of the foregoing or any other Antitrust Restraint.
No Action by any Governmental Authority of competent jurisdiction shall be pending or threatened in writing (i) for the purpose or with the probable effect of enjoining or preventing the consummation of any of the transactions contemplated by this Agreement or (ii) seeking any Antitrust Restraint.
No Governmental Entity of competent jurisdiction shall have instituted any action, which is pending, seeking to impose an Antitrust Restraint in connection with the Merger.
More Definitions of Antitrust Restraint
Antitrust Restraint shall have the meaning sect forth in Section 7.17(c).
Antitrust Restraint means any obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license, transfer or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Acquirer or any of its affiliates or the Company or its Subsidiaries, (2) the discontinuation of any product or service of Acquirer or any of its Affiliates or the Company or any of its Subsidiaries, (3) the licensing or provision of any technology, software or other Intellectual Property of Acquirer or any of its Affiliates or the Company or any of its Subsidiaries to any Person, (4) the imposition of any limitation or regulation on the ability of Acquirer or any of its Affiliates to freely conduct their business or own their respective assets, or (3) the holding separate of the shares of Company Capital Stock or any limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the shares of Company Capital Stock.
Antitrust Restraint is defined in Section 6.2(a) of the Agreement.
Antitrust Restraint means, in connection with obtaining the Regulatory Clearances, Gilead or the Purchaser not being under any obligation to enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Gilead or any of its affiliates or the Company or any of its Subsidiaries, (B) the imposition of any limitation or regulation on the ability of Gilead or any of its affiliates to freely conduct their business or own such assets, or (C) the holding separate of the Common Shares or any limitation or regulation on the ability of Gilead or any of its affiliates to exercise full rights of ownership of the Common Shares.
Antitrust Restraint means an injunction, ruling or order: (a) prohibiting or limiting in any respect, or placing any conditions on, the ownership or operation by the Company, Parent or any of their respective Affiliates of all or any material portion of the business or assets or any Company Product or product or service of Parent or its Subsidiaries or requiring any such person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business or assets or any material Company Product or material product or service of Parent or its Subsidiaries, in each case as a result of or in connection with the Offer, the Merger or any of the other transactions contemplated by the Agreement; (b) directly or indirectly imposing limitations on the ability of Parent or any of its Affiliates to acquire or hold, or exercise full rights of ownership of, any Company Shares, including the right to vote the Company Shares on all matters properly presented to the Company’s stockholders; (c) directly or indirectly prohibiting Parent or any of its Affiliates from effectively controlling in any respect any material portion of the business or operations of the Company or the Company Subsidiaries, or (d) directly or indirectly preventing the Company or the Company Subsidiaries from operating any of their businesses in substantially the same manner as operated by the Company and the Company Subsidiaries immediately prior to the date of the Agreement.
Antitrust Restraint means any requirement by a Governmental Entity that Acquirer or the Company enter into any settlement, undertaking, agreement or Order with such Governmental Entity, or any Order issued by any Governmental Entity with respect to an Antitrust Investigation that provides for or requires, in each case, (i) the sale, divestiture or other disposition or holding separate (through establishment of a trust or otherwise) of (A) any material portion of the capital stock of the Company or any of its material Subsidiaries, or (B) any material portion of the businesses, intellectual property, assets or properties of (1) the Acquirer and its Subsidiaries, taken as a whole, or (2) the Company and the Operating Subsidiary, taken as a whole, including any material portion of the Business, (ii) any license (exclusive or non-exclusive) to material intellectual property of Acquirer and its Subsidiaries, taken as a whole, or the Company and the Operating Subsidiary, taken as a whole, or (iii) the imposition of any material limitation, impediment or condition on the ability of Acquirer and its Subsidiaries, taken as a whole, or the Company and the Operating Subsidiary, taken as a whole, to conduct their respective businesses or exercise ownership over their respective assets or property, including Acquirer’s ownership of the capital stock of the Company. References to the “Company” in this paragraph shall include, after the Closing, the Surviving Corporation.
Antitrust Restraint means any requirement by a Governmental Authority that Company or Target enter into any settlement, undertaking, agreement or Order with such Governmental Entity, or any Order issued by any Governmental Entity with respect to an Antitrust Investigation that provides for or requires, in each case, (a) the sale, divestiture or other disposition or holding separate (through establishment of a trust or otherwise) of (i) any material portion of the capital stock of Target or any of its material Subsidiaries, or (ii) any material portion of the businesses, intellectual property, assets or properties of (x) Company and its Subsidiaries, taken as a whole, or (y) Target and Revitas, Inc., taken as a whole, including any material portion of the business of Target and its Subsidiaries as currently conducted and as currently proposed to be conducted by Target or any of its Subsidiaries, (b) any license (exclusive or non-exclusive) to material intellectual property of Company and its Subsidiaries, taken as a whole, or Target and Revitas, Inc., taken as a whole, or (c) the imposition of any material limitation, impediment or condition on the ability of Company and its Subsidiaries, taken as a whole, or Target and Revitas, Inc., taken as a whole, to conduct their respective businesses or exercise ownership over their respective assets or property, including Company’s ownership of the capital stock of Target.