Antitrust Approvals Clause Samples

Antitrust Approvals. The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated.

Antitrust Approvals. 3.1.1 All regulatory or antitrust approvals necessary to approve the transactions contemplated in this Agreement (other than approval of the Authority in Argentina) must be obtained without any restrictions or conditions of any kind imposed on the Seller (the “Regulatory Condition Precedent”). For the avoidance of doubt, should the relevant authorities (the “Authorities”) impose any conditions or restrictions on any Buyer or the Subsidiaries, the Regulatory Condition Precedent shall be deemed fulfilled unless: (i) such conditions or restrictions could have a material adverse change on the businesses of the Subsidiaries, taken as a whole; or (ii) proceeding with Closing in such circumstances could constitute a breach of applicable law or regulation. 3.1.2 The Buyers’ Representative shall as soon as reasonably practicable prepare and file with the Authorities all necessary documents (including notifications, notices, applications and subsequent submissions) to satisfy the Regulatory Condition Precedent and the mandatory filing in Argentina. The Seller shall have at least three (3) Business Days to comment on any draft written or material communication to be filed or exchanged with any Authority, and to attend all material meetings with it and the Buyers’ Representative shall keep the Seller properly informed and shall timely provide the Seller with copies of all material documents filed and correspondence exchanged with the Authorities. The Parties shall agree in good faith the content of the mandatory joint filing in Brazil. Provided that the Buyers’ Representative has received timely input from the Seller, all such filings shall be made no later than twenty-five (25) days after the execution of this Agreement. 3.1.3 The Parties shall use their reasonable best efforts to cooperate with regard to the fulfillment of the Regulatory Condition Precedent, to execute all documents and take all actions which may be necessary in order to fulfill the Regulatory Condition Precedent without undue delay, including without limitation to supply any additional information and documentation that may be requested by an Authority and, in relation to the Buyer, to negotiate with and offer the Authorities any necessary commitments. 3.1.4 The Buyers agree to notify the Seller of the fulfillment of the Regulatory Condition Precedent on the same day on which such condition has been fulfilled.

Antitrust Approvals. Any waiting period (and any extension thereof) under the HSR Act or any similar foreign antitrust, competition or similar Laws applicable to the Share Purchase shall have expired or shall have been terminated.

Antitrust Approvals. If any notifications, filings or approvals are required to be obtained under any Antitrust Laws that are applicable to the conversion of the Notes pursuant to and in accordance with Section 2.5.2 or Section 2.5.3, then each of Eargo and the applicable Noteholders shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under any applicable Laws to make such notifications or filings and to obtain such approvals as promptly as reasonably practicable. In such event, each of Eargo and the applicable Noteholders shall cooperate with the other party’s legal advisors in the preparation and filing of any documentation, notifications, filings, registrations, submissions and other materials required or necessary under any applicable Antitrust Law and providing, within a reasonable time, all documents and information necessary to prepare and make any such filing. Eargo and the applicable Noteholders shall timely provide all information, documents and statements required by the applicable Governmental Authorities for the analysis of any such filing. All filings made pursuant to any applicable Antitrust Laws shall be made in substantial compliance with the requirements of such Antitrust Laws and any other applicable Laws. To the extent available, each of Eargo and the applicable Noteholders shall use its reasonable best efforts to cause any required filings under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and any other applicable Antitrust Laws to be considered for grant of “early termination” or the equivalent thereof. Eargo and the applicable Noteholders shall cooperate with each other in connection with the foregoing and in connection with resolving any investigation or other inquiry of any Governmental Authority under any applicable Antitrust Law. The parties acknowledge and agree that no conversion of Notes into Common Stock will be consummated until any waiting period prescribed under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, or any other applicable Antitrust Law has elapsed.

Antitrust Approvals. All waiting periods imposed by any Governmental Authority or Antitrust Authority in connection with the transactions contemplated by this Agreement shall have terminated or expired and all authorizations, approvals, consents or clearances under the Antitrust Laws in connection with the transactions contemplated by this Agreement shall have been obtained.

Antitrust Approvals. Nestlé and ▇▇▇▇▇▇▇▇▇ will use reasonable endeavors to prepare such documents as are necessary to ensure the satisfaction of the Antitrust Approvals as soon as reasonably practicable. In particular, (i) each of Nestlé and ▇▇▇▇▇▇▇▇▇ will, unless otherwise agreed between the Parties, retain separate counsel to represent each Shareholder in making joint filings to the relevant competition authorities with respect to the Antitrust Approvals and (ii) the Parties shall furnish on a counsel-to-counsel basis only all information required for such filings and any additional information as may be required to respond to any requests for information by any competition authorities, provided that neither Party shall be required to provide the other Party with any confidential information or business secrets. To the extent legally permissible and subject to the protection of confidentiality in accordance with the previous sentence, each Party will (i) without undue delay provide the other Party with copies of any correspondence with the competition authorities and of copies of any written statement, order or decision of such authorities, (ii) consult and agree with the other Party regarding the initiation and contents of any communication with the competent authority prior to such communication being made, (iii) promptly provide each other with copies of any communication received or sent in connection with any proceeding and (iv) give each other and their respective advisors the opportunity to participate in all meetings, conferences and telephone calls with any competition authorities, provided, however, that materials may be edited to remove information if necessary in order to comply with Applicable Laws and confidentiality and business secrets concerns under the previous sentence. Neither Shareholder may withdraw filings with the competition authorities or agree with such authorities on the extension of any examination period without the express prior consent of the other Shareholder, which shall not be unreasonably withheld or delayed.

Antitrust Approvals. The statutory waiting period (and any extensions thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act, if applicable, any contractual waiting periods under any timing agreements under the HSR Act with a Governmental Antitrust Entity applicable to the transactions contemplated by this Agreement, shall not have expired or been earlier terminated.

Antitrust Approvals. This Section 6.1 shall not apply to filings under Antitrust Laws, which shall be governed by the obligations set forth in Section 6.2.

Antitrust Approvals. All Antitrust Approvals shall have been made or obtained, as the case may be.