Closing Condition. The Sellers and the Purchaser shall only be obliged to proceed to Closing if the condition referred to below (the “Closing Condition”) has been fulfilled: (a) The competition authorities in Sweden, Norway and Denmark have either approved the Transaction or waived their jurisdiction or the statutory waiting periods have expired without any decision being issued or the prohibition to complete the Transaction has been otherwise waived or terminated, (b) In case the anti-trust review is referred to the European Commission pursuant to Article 4 (5) or 22 (1) of the Council Regulation (EC) No. 139/2004 (the “EC Merger Regulation”), the European Commission (i) has declared the Transaction to be compatible with the common market pursuant to Article 6 (1) (b), 8 (1) or 8 (2) of EC Merger Regulation; or (ii) has not issued a decision within the required deadlines with the consequence that the Transaction is being deemed compatible with the common market pursuant to Article 10 (6) of the EC Merger Regulation.
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Sources: Sale & Purchase Agreement (Discovery Communications, Inc.), Sale & Purchase Agreement (Discovery Communications, Inc.)