MERGER CONTROL. The Parties concur that the consummation of this Agreement is not subject to any filing requirements by any relevant and competent competition authority.
MERGER CONTROL. The merger control clearance under the applicable European merger control rules, or under the applicable merger control rules of any European Union Member State, are obtained or are deemed to be obtained, e.g. because of the lapse of waiting periods or because jurisdiction has been declined.
MERGER CONTROL. Having regard to the purpose for which they were provided, all information provided by or on behalf of the Vendors to the Purchaser and/or to the Purchaser’s Solicitors prior to the date of this Agreement specifically for the purpose of the CMA Notification is true and accurate.
MERGER CONTROL. There are no merger control clearances required pursuant to the applicable Laws of the Cayman Islands or the United States of America in order to consummate the transactions contemplated by this Agreement.
MERGER CONTROL. (1) The Buyer shall as promptly as possible after the Signing of this Agreement file notifications for approval of the delivery of the Shares to the Buyer with competition authorities as required by law the "COMPETITION AUTHORITIES", and any of such Competition Authorities herein referred to as a "COMPETITION AUTHORITY").
MERGER CONTROL. Any waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Assets contemplated hereby shall have expired or shall have been terminated.
MERGER CONTROL. 13.1 The Seller hereby confirms that the relevant turn-over of the Companies in the past full business year was below EUR 5,000,000 (per Company and in total).
MERGER CONTROL. The Company will (i) cause the Merger to be consummated as promptly as practical and in no event later than the date which is 180 days after the Initial Borrowing Date, (ii) take all actions available to it to cause designees of the Company to constitute a majority of the Board of Directors of Eljer as promptly as reasonably practical after the Initial Borrowing Date (and in no event later than the Merger Date), (iii) comply with all of its covenants and agreements contained in the Merger Agreement, (iv) exercise all of its rights and powers to cause Eljer to comply with all of Eljer's covenants and conditions contained in the Merger Agreement and (v) not waive or agree to amend any covenant binding upon Eljer and its -103- -45- Subsidiaries that is set forth in the Merger Agreement if such waiver or amendment would result in a breach of any of the covenants contained in this Agreement (other than pursuant to the preceding clause (iv)).
MERGER CONTROL. 6.1 Purchaser shall and, to the extent required by applicable law, rule or regulation, Sellers shall, (i) make, as promptly as practicable after the Signing Date, (1) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, and (2) all other necessary filings with each Cartel Filing Jurisdiction with respect to the Merger and (ii) supply, as promptly as practicable, any additional information and documentary material that may be reasonably requested pursuant to such requirements and use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and all similar periods applicable in each Cartel Filing Jurisdiction in the most expeditious manner practicable.
MERGER CONTROL. 7.5.1 The Buyer has established that the transactions provided for in this Agreement shall be notified to the merger control authorities in the individual jurisdictions Germany and Norway. The Parties shall co-operate for the purpose of obtaining all necessary approvals from such authorities as soon as possible, including by providing all relevant information.
