Common use of Antitrust Matters Clause in Contracts

Antitrust Matters. The Offer and the Merger are subject to the HSR Act, which provides that parties to certain mergers or acquisitions notify the Antitrust Division of the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC") of the proposed transaction and wait a specific period of time before closing while the agencies review the proposed transaction. On April 13, 2018, Parent filed a premerger Notification and Report Form under the HSR Act with the DOJ and the FTC in connection with the purchase of the Shares in the Offer and the Merger. On April 13, 2018, AveXis filed a premerger Notification and Report Form under the HSR Act with the DOJ and the FTC in connection with the Offer and the Merger. Parent's filing triggered a 15-day initial waiting period, for which early termination was requested. However, the DOJ or the FTC may extend the waiting period by requesting additional information or documentary material from Parent. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the tenth day after substantial compliance by Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of Parent. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the DOJ or the FTC raise substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay the transaction while such negotiations continue. We are not required to accept for payment Shares tendered in the Offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer have been satisfied. See Section 14—"Conditions of the Offer." The FTC and the DOJ sometimes scrutinize the legality under the Antitrust Laws (as defined below) of transactions such as Purchaser's acquisition of Shares in the Offer and the Merger. At any time before or after Purchaser's acquisition of Shares, either the DOJ or the FTC could take such action under the Antitrust Laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares in the Offer or otherwise seeking divestiture of Shares acquired by Purchaser or divestiture of substantial assets of AveXis or Parent or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the Antitrust Laws under certain circumstances. There can be no assurance that a challenge on antitrust grounds to the Offer or other acquisition of Shares by Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 14—"Conditions of the Offer" for certain conditions of the Offer, including conditions with respect to litigation and certain government actions. As used in this Offer to Purchase, "Antitrust Laws" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable laws and regulations (including non U.S. laws and regulations) issued by a Governmental Body that are designed or intended to preserve or protect competition, prohibit and restrict agreements in restraint of trade or monopolization, attempted monopolization, restraints of trade and abuse of a dominant position, or to prevent acquisitions, mergers or other business combinations and similar transactions, the effect of which may be to lessen or impede competition or to tend to create or strengthen a dominant position or to create a monopoly.

Antitrust Matters. The Offer and the Merger are subject to Under the HSR Act, which provides that parties and the rules and regulations promulgated thereunder, certain transactions may not be consummated until certain information and documentary materials have been furnished to certain mergers or acquisitions notify the Antitrust Division of the U.S. Department of Justice (the "“DOJ"”) and the Federal Trade Commission (“FTC”), and the "FTC") applicable HSR Act waiting period has expired or been terminated. The requirements of the proposed transaction and wait HSR Act apply to the acquisition of Shares in the Offer. Under the HSR Act, the purchase of shares in a specific cash tender offer may not be completed until the expiration of a fifteen (15)-day waiting period following the filing by the acquiring person of time before closing while the agencies review the proposed transaction. On April 13, 2018, Parent filed a premerger Premerger Notification and Report Form with the DOJ and the FTC, but this period may be (a) shortened if the reviewing agency grants “early termination” of the waiting period (provided, however, that the FTC announced on February 4, 2021 that the FTC and DOJ will not grant early termination during the transition to the new ▇▇▇▇▇ Administration while the FTC is reviewing the processes and procedures used to grant early termination, stating that the FTC anticipated that the suspension will be temporary and brief, but that suspension continues), (b) restarted if the acquiring person voluntarily withdraws and refiles to allow an additional fifteen (15)-day waiting period, or (c) continued if the reviewing agency issues a request for additional information and documentary material (a “Second Request”). The parties agreed in the Merger Agreement to file such Premerger Notification and Report Forms under the HSR Act with the DOJ and the FTC in connection with the purchase of the Shares in the Offer promptly, and no later than ten (10) business days from the Mergerdate of the Merger Agreement unless otherwise agreed to in writing between the parties. On April 13If a Second Request is issued, 2018the waiting period with respect to the Offer would be continued until ten (10) days following the date of Amgen’s compliance with that request, AveXis filed unless earlier terminated. Thereafter, the reviewing agency may take action to preliminarily or permanently enjoin the Table of Contents transaction or the parties may agree not to consummate the transaction for some period of time. If either the fifteen (15)-day initial waiting period or the ten (10)-day post-substantial compliance waiting period expires on a premerger Notification and Report Form under Saturday, Sunday or federal holiday, then the HSR Act with period is extended until 11:59 p.m. Eastern Time on the next day that is not a Saturday, Sunday or federal holiday. The DOJ and the FTC in connection with may scrutinize the Offer and legality under the Merger. Parent's filing triggered a 15-day initial waiting period, for which early termination was requested. However, the DOJ or the FTC may extend the waiting period by requesting additional information or documentary material from Parent. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the tenth day after substantial compliance by Parent with such request. Only one extension antitrust laws of the waiting period Amgen’s proposed acquisition of Shares pursuant to a request the Offer. At any time before or after ▇▇▇▇▇’s acceptance for additional information is authorized by payment of Shares pursuant to the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of Parent. In practice, complying with a request for additional information or material can take a significant amount of time. In additionOffer, if the DOJ or the FTC raise substantive issues concludes that Amgen’s acquisition of Five Prime would violate antitrust law by substantially lessening competition in connection with a proposed transactionany line of commerce affecting U.S. consumers, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay the transaction while such negotiations continue. We are not required to accept for payment Shares tendered in the Offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer have been satisfied. See Section 14—"Conditions of the Offer." The FTC DOJ and the DOJ sometimes scrutinize FTC have the legality under authority to challenge the Antitrust Laws (as defined below) acquisition by seeking a federal court order and/or administrative order enjoining the acquisition or, if Shares have already been acquired, requiring disposition of transactions such as Purchaser's acquisition of Shares in the Offer and the Merger. At any time before or after Purchaser's acquisition of Shares, either the DOJ or the FTC could take such action under the Antitrust Laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares in the Offer or otherwise seeking divestiture of Shares acquired by Purchaser or divestiture of substantial assets of AveXis Amgen, Five Prime, or Parent any of their respective subsidiaries or its subsidiariesaffiliates, or requiring other relief. Private parties, as well as United States state governments, attorneys general and private persons may also bring legal action under U.S. antitrust law seeking similar relief or conditions to the Antitrust Laws completion of the Offer. Competition authorities in other countries may also investigate the acquisition, seek to block it, or seek relief after it is consummated, under certain circumstancesforeign competition law. There While Amgen and Purchaser believe that consummation of the Offer and the Merger would not violate any antitrust or competition laws, there can be no assurance that a challenge on antitrust grounds to the Offer or other acquisition of Shares by Purchaser the Merger on antitrust or competition law grounds will not be made or, if such a challenge is made, of what the resultresult will be. See Section 14—"Conditions 15—“Conditions of the Offer" ” for certain conditions of the Offer, including conditions with respect to litigation and certain government actions. As used in this Offer to Purchase, "Antitrust Laws" “antitrust laws” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, state antitrust laws and all other applicable laws and regulations (including non non-U.S. laws and regulations) issued by a Governmental Body government authority that are designed or intended to preserve or protect competition, prohibit and restrict agreements in restraint of trade or monopolization, attempted monopolization, restraints of trade and abuse of a dominant position, or to prevent acquisitions, mergers or other business combinations and similar transactions, the effect of which may be to lessen or impede competition or to tend to create or strengthen a dominant position or to create a monopoly.

Antitrust Matters. The Offer and the Merger are is subject to the HSR Act, which provides that parties to certain mergers or acquisitions notify the Antitrust Division of the Department of Justice (the "DOJ") DOJ and the Federal Trade Commission (the "FTC") FTC of the proposed transaction transactions and wait a specific period of time before closing while the agencies review the proposed transactiontransactions. On April 13, 2018, Parent and the Company each filed a premerger Notification and Report Form under the their respective HSR Act with the DOJ notification forms on May 14, 2020 and the FTC in connection with the purchase of the Shares in the Offer and the Merger. On April 13, 2018, AveXis filed a premerger Notification and Report Form under the HSR Act with the DOJ and the FTC in connection with the Offer and the Merger. Parent's filing triggered a 15-day initial waiting period will expire at 11:59 pm on May 29, 2020, unless terminated early or otherwise extended. Parent and the Company requested early termination of the 15-day waiting period, for which early termination was requested. However, the The DOJ or the FTC may extend the waiting period by requesting additional information or documentary material from Parent. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the tenth calendar day after substantial compliance by Parent with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of Parent. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the DOJ or the FTC raise substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay the transaction while such negotiations continue. We are not required to irrevocably accept for payment purchase Shares tendered in the Offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer have been satisfied. See Section 14—"Conditions of the Offer." The FTC and the DOJ sometimes scrutinize the legality under the Antitrust Laws (as defined below) of transactions such as Purchaser's acquisition of Shares in the Offer and the Merger. At any time before or after Purchaser's acquisition of Shares, either the DOJ or the FTC could take such action under the Antitrust Laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares in the Offer or otherwise seeking divestiture of Shares acquired by Purchaser or divestiture of substantial assets of AveXis the Company or Parent or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the Antitrust Laws under certain circumstances. There can be no assurance that a challenge on antitrust grounds to the Offer or other acquisition of Shares by Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 14—"Conditions of the Offer" for certain conditions of the Offer, including conditions with respect to litigation and certain government actions. The Offer is also subject to the German Act Against Restraints of Competition of 1958, as amended, and may be completed only if the German Federal Cartel Office (which we refer to as the "FCO") has cleared the Offer either by written approval or by the expiration of a one-month waiting period unless the FCO notifies Parent within the one-month waiting period of the initiation of an in-depth investigation, in which case the waiting period would be extended for an additional three months unless the FCO notifies Parent within the four-month waiting period that the acquisition satisfies the conditions for a prohibition and may not be consummated. Parent submitted a merger notification to the FCO on May 14, 2020 and the FCO cleared the Offer on May 20, 2020. The Offer is also subject to the Austrian Cartel Act 2005, as amended, and may be completed only if the Offer is deemed approved by the Austrian Federal Competition Agency (which we refer to as the "FCA") and the Federal Cartel Prosecutor ("FCP", together with the FCA the "Austrian Authorities"), either by waiver for filing a request for examination or by expiration of a four-week waiting period, which might be prolonged for two additional weeks upon application of the parties unless the Austrian Table of Contents Authorities notify Parent of the initiation of an in-depth investigation, in which case the waiting period would be extended for up to an additional ten months. Parent submitted the notification filing to the FCA on May 14, 2020 and the waiting period applicable to the Offer is scheduled to expire on June 12, 2020. As used in this Offer to Purchase, "Antitrust Laws" means the ▇▇▇▇▇▇▇ HSR Act, as amendedthe Federal Trade Commission Act, the ▇▇▇▇▇▇▇ Act, as amended, the HSR ▇▇▇▇▇▇▇ Act, the Federal Trade Commission Act, as amended, and any applicable foreign antitrust laws and all other applicable laws and regulations (including non U.S. laws and regulations) issued by a Governmental Body that are designed or intended to preserve prohibit, restrict or protect competition, prohibit and restrict agreements in regulate actions having the purpose or effect of monopolization or restraint of trade or monopolization, attempted monopolization, restraints lessening of trade and abuse of a dominant position, competition through merger or to prevent acquisitions, mergers or other business combinations and similar transactions, the effect of which may be to lessen or impede competition or to tend to create or strengthen a dominant position or to create a monopolyacquisition.

Antitrust Matters. The Offer offer and the Merger merger are subject to the HSR Act, which provides that parties to certain mergers or acquisitions notify the Antitrust Division of the Department of Justice (the "“DOJ"”) and the Federal Trade Commission (the "“FTC"”) of the proposed transaction and wait a specific period of time before closing while the agencies review the proposed transaction. On April 13LabCorp intends to file on July 1, 2018, Parent filed 2009 a premerger Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act with the DOJ and the FTC in connection with the purchase of the Shares in the Offer offer and the Mergermerger. On April 13, 2018, AveXis filed Monogram’s ultimate parent entity is also required to file a premerger Notification and Report Form for certain mergers and acquisitions under the HSR Act with the DOJ and the FTC in connection with the Offer offer and the Mergermerger no later than 10 calendar days following LabCorp’s filing, or the next business day if the tenth calendar day falls on a Table of Contents weekend or federal holiday. Parent's LabCorp’s filing triggered will trigger a 15-day initial waiting period, for which early termination was will be requested. However, the DOJ or the FTC may extend the waiting period by requesting additional information or documentary material from ParentLabCorp or Monogram. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the tenth day after substantial compliance by Parent LabCorp with such request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, such waiting period may be extended only by court order or with the consent of ParentLabCorp. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the DOJ or the FTC raise substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay the transaction while such negotiations continue. We are not required to accept for payment Shares tendered in the Offer offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer offer have been satisfied. See Section 14—"Conditions 14—“Conditions of the Offer." ” The FTC and the DOJ sometimes scrutinize the legality under the Antitrust Laws (as defined below) of transactions such as the Purchaser's ’s acquisition of Shares in the Offer offer and the Mergermerger. At any time before or after the Purchaser's ’s acquisition of Shares, either the DOJ or the FTC could take such action under the Antitrust Laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares in the Offer offer or otherwise seeking divestiture of Shares acquired by the Purchaser or divestiture of substantial assets of AveXis Monogram or Parent LabCorp or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the Antitrust Laws under certain circumstances. There can be no assurance that a challenge on antitrust grounds to the Offer offer or other acquisition of Shares by the Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 14—"Conditions 14—“Conditions of the Offer" ” for certain conditions of the Offeroffer, including conditions with respect to litigation and certain government actions. As used in this Offer offer to Purchasepurchase, "“Antitrust Laws" ” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, as amended, the Federal Trade Commission Act, as amended, and all other applicable Federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws and regulations (including non U.S. laws and regulations) issued by a Governmental Body that are designed or intended to preserve prohibit, restrict or protect competitionregulate actions having the purpose or effect of monopolization, prohibit and restrict agreements in restraint of trade or monopolization, attempted monopolization, restraints of trade and abuse of a dominant position, or to prevent acquisitions, mergers or other business combinations and similar transactions, the effect of which may be to lessen or impede competition or to tend to create or strengthen a dominant position or to create a monopolysubstantially lessening competition.

Antitrust Matters. The Offer and the Merger are subject to the HSR Act, which provides that parties certain acquisition transactions may not be consummated unless certain information has been furnished to certain mergers or acquisitions notify the Antitrust Division of the Department of Justice (the "“DOJ"”) and the Federal Trade Commission (the "“FTC"”) of and certain waiting period requirements have expired or been terminated. Pursuant to the proposed transaction and wait a specific period of time before closing while the agencies review the proposed transaction. On April 13Merger Agreement, 2018on October 27, 2016, Parent and Everyday Health filed with the FTC and the DOJ a premerger Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act with (the DOJ and the FTC “HSR Filing”) in connection with the purchase of the Shares in the Offer and the Merger. On April 13, 2018, AveXis filed a premerger Notification and Report Form under the HSR Act with the DOJ and the FTC in connection with the Offer and the Merger. Parent's filing triggered The filings are subject to a 15-day initial waiting periodperiod that would normally expire at 11:59 p.m., for which New York City time, on November 11, 2016, unless early termination was requestedof the waiting period is granted. However, the DOJ or the FTC may extend the initial waiting period by requesting additional information or documentary material from Parentprior to such expiration. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the tenth 10th day after substantial compliance by Parent with such request. Only one extension If the waiting periods noted above would expire on a Table of Contents Saturday, Sunday or legal public holiday, the waiting period will instead expire at 11:59 p.m., New York City time, on the next business day. Accordingly, unless the DOJ or the FTC extends the waiting period by requesting additional information or documentary material, the waiting period under the HSR Act applicable to the Offer and the Merger will actually expire at 11:59 p.m., New York City time, on November 14, 2016, unless early termination of the waiting period pursuant to a request for additional information is authorized by granted. After the HSR Act. Thereafter, such waiting period may expires, absent ▇▇▇▇▇▇’s and Everyday Health’s agreement, the acquisition can be extended blocked only by court order order. The FTC or with the consent of ParentAntitrust Division may terminate the additional 10-day waiting period before its expiration. In practice, complying with a request for additional information or material can take a significant amount of time. In addition, if the DOJ or the FTC raise raises substantive issues in connection with a proposed transaction, the parties frequently engage in negotiations with the relevant governmental agency concerning possible means of addressing those issues and may agree to delay the transaction while such negotiations continue. We are The Purchaser is not required to accept for payment Shares tendered in the Offer unless and until the waiting period requirements imposed by the HSR Act with respect to the Offer have expired or been satisfiedterminated. See Section 14—"Conditions 14—“Conditions of the Offer." ” The FTC and the DOJ sometimes scrutinize the legality under the Antitrust Laws (as defined below) of transactions such as the Purchaser's ’s acquisition of Shares in the Offer and the Merger. At any time before or after the Purchaser's ’s acquisition of Shares, either the DOJ or the FTC (whichever agency reviews the transaction) could take such action under the Antitrust Laws as it deems or they deem necessary or desirable in the public interest, including seeking to enjoin the acquisition of Shares in the Offer or or, in the absence of an injunction, otherwise seeking divestiture of Shares acquired by the Purchaser or divestiture of substantial assets of AveXis or Parent or its subsidiaries. Private parties, as well as state governments, may also bring legal action under the Antitrust Laws under certain circumstances. There can be no assurance that a challenge on antitrust grounds to the Offer or other acquisition of Shares by the Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 14—"Conditions 14—“Conditions of the Offer" ” for certain conditions of the Offer, including conditions with respect to litigation and certain government actions. As used in this Offer to Purchase, "Antitrust Laws" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable laws and regulations (including non U.S. laws and regulations) issued by a Governmental Body that are designed or intended to preserve or protect competition, prohibit and restrict agreements in restraint of trade or monopolization, attempted monopolization, restraints of trade and abuse of a dominant position, or to prevent acquisitions, mergers or other business combinations and similar transactions, the effect of which may be to lessen or impede competition or to tend to create or strengthen a dominant position or to create a monopoly.