HSR Filing and Approvals Clause Samples

The HSR Filing and Approvals clause requires the parties to submit necessary notifications and obtain approvals under the Hart-Scott-Rodino Antitrust Improvements Act before completing a transaction. In practice, this means both parties must prepare and file pre-merger notification forms with the Federal Trade Commission and the Department of Justice, and then wait for the statutory waiting period to expire or be terminated before closing. This clause ensures that the transaction complies with antitrust laws and prevents the parties from proceeding until all required regulatory clearances are obtained, thereby reducing the risk of legal challenges or delays due to antitrust concerns.
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HSR Filing and Approvals. To the extent necessary, each of ViroPharma and Schering shall file, within ten (10) days after the Execution Date, with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) any notification and report form (the “Report”) required of it in the reasonable opinion of either or both Parties under the HSR Act with respect to the transactions contemplated hereunder. Each Party shall cooperate with the other Party, to the extent necessary and permitted by applicable law, to assist the other Party in the preparation of its Report and to proceed to obtain necessary approvals under the HSR Act, including but not limited to the expiration or early termination of any and all applicable waiting periods required by the HSR Act. Schering shall be solely responsible for any filing fees required to be paid, or other costs and expenses incurred by Schering, in connection with any filing made by Schering pursuant to the HSR Act.
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HSR Filing and Approvals. 13 2.4 Lilly's Development Obligations..........................14 2.5 Independent Discoveries by Lilly.........................18 2.6
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Related to HSR Filing and Approvals

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Filings, Consents and Approvals The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.