HSR Denial Sample Clauses

HSR Denial. Either Party may terminate all of the Transaction Agreements effective upon notice to the other Party if the HSR Clearance Date shall not have occurred on or prior to the date sixty (60) days after the Parties make their respective HSR Filings pursuant to Section 16.1. In the event of any termination pursuant to this Section 13.3, the Transaction Agreements, including without limitation Section 13.9 of this Agreement, shall terminate; provided, however, the confidentiality agreement between the Parties dated as of April 22, 2002, as amended, shall remain in full force and effect notwithstanding any termination of the Transaction Agreements in accordance with this Section 13.3.
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HSR Denial. The licenses granted pursuant to Article 2 shall not be effective until the HSR Clearance Date, if applicable, otherwise the licenses shall be effective as of the Effective Date. In the event that either (a) the FTC and/or the DOJ shall seek a preliminary injunction under the HSR Act against Licensee and Licensor to enjoin the transactions contemplated by this Agreement or (b) the HSR Clearance Date (as defined in Section 14.2) shall not have occurred on or prior to December 31, 2017 this Agreement shall terminate and all payments made to Licensor and held in escrow pursuant to Section 14.1 shall be returned to Licensee.
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HSR Denial. 53 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
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HSR Denial. The Agreement shall not become effective in the event that either (a) the FTC and/or the DOJ shall seek a preliminary injunction under the HSR Act against Tularik and Amgen to enjoin the transactions contemplated by this Agreement (including the Stock Purchase Agreement) or (b) the HSR Clearance Date shall not have occurred on or prior to December 31, 2003. Notwithstanding the foregoing, this Section 11.2 shall not apply in the event the Parties mutually agree that an HSR Filing is not required.
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HSR Denial. The licenses granted pursuant to Article 2 shall not be effective until the HSR Clearance Date. In the event that either (a) the FTC and/or the DOJ shall seek a preliminary injunction under the HSR Act against Centocor and 3DP to enjoin the transactions contemplated by this Agreement or (b) the HSR Clearance Date (as defined in Section 14.2) shall not have occurred on or prior to 50 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. April 1, 2001, this Agreement shall terminate and all payments made to 3DP and held in escrow pursuant to Section 14.1 shall be returned to Centocor. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.
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Related to HSR Denial

  • Denial If NB denies the Applicant, NB shall furnish a written statement stating its reasons. The Applicant shall have the opportunity to discuss the decision with the Director of Social Services. The Applicant has the right to an administrative fair hearing. If NB denies an Applicant based in part on an indicated child abuse or maltreatment report, the Applicant has a right to a fair hearing regarding the report. The request must be made within 90 days of receiving the written denial notice. (See Disclosures, page 10.)

  • MOTION FOR PRELIMINARY APPROVAL The Parties agree to jointly prepare and file a motion for preliminary approval (“Motion for Preliminary Approval”) that complies with the Court’s current checklist for Preliminary Approvals.

  • HSR Filing Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Party.

  • HSR Act The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.

  • PRELIMINARY APPROVAL OF SETTLEMENT Promptly upon execution of this Stipulation, Lead Plaintiffs will move for preliminary approval of the Settlement, certification of the Settlement Class for settlement purposes only, and the scheduling of a hearing for consideration of final approval of the Settlement, which motion shall be unopposed by Defendants. Concurrently with the motion for preliminary approval, Lead Plaintiffs shall apply to the Court for, and Defendants shall agree to, entry of the Preliminary Approval Order, substantially in the form attached hereto as Exhibit A.