HART-SCOTT-RODINO ACT. The Coxxxxx xxx xxx Xxxer will each file the Notification and Report Forms and related material that they are required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, will use their reasonable efforts to obtain an early termination of the applicable waiting period, and will make any further filings pursuant thereto that may be necessary, proper, or advisable, provided, however, that the reasonable efforts of Buyer shall not include (a) proffering Buyer's willingness to accept an order providing for the divestiture of such of the properties, assets, operations, or business of the Company (or, in lieu thereof, such properties, assets, operations, or business of Buyer or any of Buyer's Affiliates) as are necessary to permit the consummation of the transactions contemplated by this Agreement, including an offer to hold separate such properties, assets, operations or businesses pending any such divestiture, (b) proffering Buyer's willingness to accept any other conditions, restrictions, limitations or agreements affecting the full rights of ownership of the Company's assets (or any portion thereof) as may be necessary to permit the consummation of the transactions contemplated by this Agreement, or (c) entering into or continuing any litigation relating to this Agreement or the transactions contemplated hereby and the reasonable efforts of the Company shall not include entering into or continuing any litigation relationship relating to this Agreement or the transactions contemplated hereby.
HART-SCOTT-RODINO ACT. (A) Each of the Parties will file (xxx xxx Xxxxxx xill cause each of its Subsidiaries to file) any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the DOJ or any other Governmental Entity under the Hart-Scott-Rodino Act, will use commercially reasonable bxxx xxxxxxx xx xbtain (and the Target will cause each of its Subsidiaries to use commercially reasonable efforts to obtain) an early termination of the applicable waiting period, and will make (and the Target will cause each of its Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable.
HART-SCOTT-RODINO ACT. Each of the Parties shall filx (xxx xxx Xxxxxx will cause each of its Subsidiaries to file) any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act, will use its best efforts to xxxxxx (xxx xxx Target will cause each of its Subsidiaries to use its best efforts to obtain) an early termination of the applicable waiting period, and will make (and the Target will cause each of its Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper or advisable.
HART-SCOTT-RODINO ACT. Any applicable waiting periods under the Hart-Xxxxx-Xxxxxx Xxx shall have expired.
HART-SCOTT-RODINO ACT. To the knowledge of the Purchaser, based on dux xxxxxxx, xxx xxrposes of the Hart-Scott-Rodino Act, the "acquiring person" in which the Purchaser xx xxxxxxxx xxxx not have total assets or annual net sales of one hundred million United States Dollars (US $100,000,000) or more.
HART-SCOTT-RODINO ACT. All necessary pre-merger notification filings rxxxxxxx xxxxx xxx HSR Act shall have been made with the Federal Trade Commission and the United States Department of Justice and the prescribed waiting period(s) (and any extensions thereof) will have expired or been terminated.
HART-SCOTT-RODINO ACT. All applicaxxx xxxxxxx xxxiods under the Hart-Scott-Rodino Antitrust Improvexxxxx Xxx xx 0000 (the "H-S-R ACT") shall have expired or been terminated, and no action shall have been taken or formal protest made by the United States Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC") or any other person or entity to prohibit the transactions contemplated by this Agreement by reason of a claimed violation of any antitrust laws. Without limiting the foregoing, no obligation arising out of the H-S-R Act shall have been imposed on Symphony Rehab or Sellers to divest any material portion of its business by reason of the transactions contemplated by this Agreement. The parties shall have until June 20, 1997, to satisfy the foregoing condition, and if the foregoing condition shall not have been satisfied by such date, either party may elect to terminate this Agreement for failure to satisfy this condition in accordance with Article XI hereof; provided, however, that if, on or prior to June 20, 1997, the DOJ or the FTC shall have made a second request for additional information or if any other action shall have been taken or formal protest made by the DOJ, the FTC or any other person to prohibit the transactions contemplated by this Agreement (or to require the divestiture of any material portion of the business of Symphony Rehab or Sellers), in each case by reason of any antitrust law, with respect to the transactions contemplated hereby, the parties' respective rights to terminate as provided above shall not be exercisable until August 4, 1997.
HART-SCOTT-RODINO ACT. As xxxx xx xxxxxxxx after the date hereof, each of the Parties will file (and the Target will cause each of its Subsidiaries to file) any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act, wilx xxx xxx xxxxxxxble efforts to obtain (and the Target will cause each of its Subsidiaries to use all reasonable efforts to obtain) an early termination of the applicable waiting period, and will make (and the Target will cause each of its Subsidiaries to make) any further filings pursuant thereto that may be necessary.
HART-SCOTT-RODINO ACT. The parties hereto agree to promptly make all xxxxxxx, xx xxx, required under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the "XXR XXX"), xxxxuding without limitation responses to requests for additional information.
HART-SCOTT-RODINO ACT. Thx Xxxxxx xxxxxxxnts and warrants to --------------------- Purchaser that Seller, as a natural person and in conjunction with his or her spouse: (a) does not have total worldwide assets, which include Seller's and Seller's spouse's investment assets, voting securities, and other income-producing property, together with the total assets of any entity Seller or Seller's spouse controls of an amount equal to or exceeding $113,400,000; or (b) does not have annual worldwide net sales, which includes the net sales of any and all entities Seller and Seller's spouse control, proprietorships, and income derived from investments, of an amount equal to or exceeding $113,400,000. The terms not defined in this Agreement used in this Section 3.05 shall have the meaning ascribed to them in the Hart-Scott-Rodino Antitrust Xxxxxxxxxxxx Xxx of 1976.
