Merger Control Clearances definition

Merger Control Clearances means the fact that, in accordance with the Merger Control Regulations, any Governmental Authority having jurisdiction thereon,
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Merger Control Clearances shall have the meaning set forth in Section 5.2(a)(i) .
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Merger Control Clearances has the meaning stated in Section 12.1(a)(ii); Mistaken Asset has the meaning stated in Section 20.1(b);
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Examples of Merger Control Clearances in a sentence

  • The obligation of the Parties to consummate the Initial Acquisition is subject to the fact that each of the Merger Control Clearances, for which a filing is required prior to the closing of the Initial Acquisition under applicable Merger Control Regulations, shall have been obtained and shall be in full force and effect.

  • The Purchaser agrees, as soon as practicable after the date of this Share Purchase Agreement, to make the compulsory filings with the relevant Governmental Authorities in order to obtain the Merger Control Clearances.

  • The consummation of the Offer may be delayed due to the required Merger Control Clearances and the CFIUS Proceedings, which must be obtained or completed prior to con- summation of the Offer (see also Section IV.7.3).

  • To the extent permissible under the WpÜG, the Bidder will be entitled to waive any and all of the Offer Conditions (except for the Registration Statement Condition, Shareholders’ Approval Condition, Merger Control Clearances set forth in Section 5.2.3(d), the AWV Clearance, the CFIUS Clearance, the NS&I Act Approval, the Australian FIRB Clearance and the Spain FDI Clearance) in whole or part.

  • This Agreement has been duly executed by authorised signatories of the Purchaser and, subject to the Merger Control Clearances and the Regulatory Filings and Approvals pursuant to Sections 3.1(a), 3.1(b) and 5.2, constitutes legal, valid and binding obligations of the Purchaser enforceable against it in accordance with its terms.

  • This Agreement has been duly executed by authorised signatories of the Seller and, subject to the Merger Control Clearances and the Regulatory Filings and Approvals pursuant to Sections 3.1(a), 3.1(b) and 5.2, constitutes legal, valid and binding obligations of the Seller enforceable against it in accordance with its terms.

  • The fees, costs and expenses for the Merger Control Clearances, as well as any Swiss Transfer Taxes in relation to the Sold Shares, shall be borne by Purchaser.

  • The Purchasers shall notify the Sellers about the Merger Control Clearances in writing within two (2) days after becoming aware of the same or of the impossibility of their fulfilment.

  • This is to align with a key date within Affinity’s WRMP (the end of AMP7) and allow time for other options to be sought and implemented should impact be anticipated beyond the approximate 30 month period beginning 2021.

  • GmbH) Annex 1.2 (Power of Attorney Dragonfly GmbH & Co. KGaA) Annex 1.3 (Power of Attorney McKesson Corporation) Annex 4.1 (Merger Control Clearances) Annex 4.2 (AWG Clearance Certificate) (Power of Attorney Xxxxx Xxxxxx & Cie.


More Definitions of Merger Control Clearances

Merger Control Clearances has the meaning set out in Clause 6.2.3(iv)(a); “MidCo 1” means Blitz D22-276 GmbH (in the future Oak Holdings 1 GmbH), a limited lia-bility company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Ger-many, registered with the commercial register of the local court (Amtsgericht) in Düsseldorf under register number HRB 98913, whose office is at Xxxxxxxxx-Xxxxx-Xxxxx 0, 00000 Xxx-xxxxxxx, Xxxxxxx;
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Related to Merger Control Clearances

  • CFIUS Clearance means any of the following shall have occurred: (i) CFIUS has concluded that the BluJay Acquisition is not a “Covered Real Estate Transaction” or otherwise a “Covered Transaction” and is not subject to review under the CFIUS Authorities; (ii) CFIUS has issued a written notice that it has completed a review or investigation of the declaration or notice provided pursuant to the CFIUS Authorities with respect to the BluJay Acquisition, and has concluded all action under the CFIUS Authorities; (iii) in the event that the parties have filed a declaration, CFIUS has informed the Parties that it is unable to conclude action under the CFIUS Authorities with respect to the BluJay Acquisition on the basis of the declaration, but CFIUS has not requested that the Parties file a written notice of the BluJay Acquisition, and the 30-day assessment period established by CFIUS for the review of the declaration shall have elapsed, or (iv) if CFIUS has sent a report to the President of the United States (“President”) requesting the President’s decision and (x) the President has announced a decision not to take any action to suspend or prohibit the proposed action or (y) having received a report from CFIUS requesting the President’s decision, the President has not taken any action after fifteen (15) days from the earlier of the date the President received such report from CFIUS or the end of the investigation period.

  • HSR Clearance means, as pertaining to this Agreement, the expiration or termination of all applicable waiting periods and requests for information (and any extensions thereof) under the HSR Act.

  • HSR Clearance Date means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated hereunder have expired or have been terminated.

  • Requisite Regulatory Approvals has the meaning set forth in Section 7.01(b).

  • Key Regulatory Approvals means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities as set out in Schedule C hereto;

  • Clearances means any approvals, consents, clearances, determinations, permissions, confirmations, comfort letters and waivers that may need to be obtained, all applications and filings that may need to be made and all waiting periods that may need to have expired, from or under any Law or practices applied by any Relevant Authority (or under any agreements or arrangements to which any Relevant Authority is a party), in each case that are necessary and/or expedient to satisfy one or more of the Regulatory Conditions; and any reference to any Clearance having been “satisfied” shall be construed as meaning that the foregoing has been obtained, or where relevant, made or expired;

  • Antitrust Laws means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.

  • Regulatory Approvals means any registrations, licenses, authorizations, permits or approvals issued by any Governmental Authority and applications or submissions related to any of the foregoing.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • CFIUS Approval means that any of the following shall have occurred: (a) the review period under the DPA commencing on the date that a CFIUS Notice is accepted by CFIUS shall have expired and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS to the effect that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, (b) an investigation under the DPA shall have been commenced after such review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (i) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or, (ii) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken.

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

  • Government Approvals means all permits, licenses, authorisations, consents, clearances, decrees, waivers, privileges, approvals from and filing with government instrumentalities necessary for the development, construction and operation of the Work.

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • Antitrust Authorities means the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission or the antitrust or competition Law authorities of any other jurisdiction (whether United States, foreign or multinational).

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Required Regulatory Approvals means the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Antitrust Law means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

  • Foreign Antitrust Laws means the applicable requirements of antitrust competition or other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the United States.

  • Competition Act Approval means that the Commissioner: (a) shall have issued an ARC, or (b) the applicable waiting period under section 123 of the Competition Act shall have expired or been terminated by the Commissioner, or the obligation to submit a notification shall have been waived under paragraph 113(c) of the Competition Act, and the Commissioner shall have issued a No-Action Letter;

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Governmental Filings means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests and penalties associated with such filings with all Governmental Authorities.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Government Authorizations means all such approvals, consents, authorizations, acknowledgements, licenses or permits required to be issued by any Government Authority to the Company for the establishment of the Company or to the Company or the Contractors for the construction, financing, ownership, operation, and maintenance of the Facility by the Company or the Contractors, including, without limitation, those Government Authorizations listed in Schedule 1;

  • MAA Approval means approval of an MAA by the applicable Regulatory Authority for marketing and sale of a Product in the Collaborator Territory, but excluding any Pricing and Reimbursement Approval.

  • Special Approval means approval by a majority of the members of the Conflicts Committee.