MERGER CONTROL Clause Samples

MERGER CONTROL. The merger control clearance under the applicable European merger control rules, or under the applicable merger control rules of any European Union Member State, are obtained or are deemed to be obtained, e.g. because of the lapse of waiting periods or because jurisdiction has been declined.

MERGER CONTROL. (1) The Buyer shall as promptly as possible after the Signing of this Agreement file notifications for approval of the delivery of the Shares to the Buyer with competition authorities as required by law the "COMPETITION AUTHORITIES", and any of such Competition Authorities herein referred to as a "COMPETITION AUTHORITY"). (2) The Seller shall assist the Buyer in preparing such notifications. (3) If the transactions envisaged in this Agreement are prohibited by a Competition Authority, the Buyer shall generally do its best to have this decision reverted. In particular, the Buyer shall appeal, if necessary and reasonable up to the highest judicial authority, against such prohibition. In the unlikely situation such a negative decision would be confirmed by the appeal jurisdictions, all parts of this Agreement governing the sale and delivery of the Shares and the payment of the Purchase Price (except in respect of any Sections in relation to confidentiality, notices, law and jurisdiction) shall become invalid and unenforceable at the same time when such prohibition is notified upon the Buyer. (4) Clearance of the transactions envisaged in this Agreement under the applicable merger control provisions will for purposes of this Agreement also be deemed to have been granted if such clearance is associated with obligations and/or conditions imposed upon the Buyer.

MERGER CONTROL authorizations

MERGER CONTROL. Having regard to the purpose for which they were provided, all information provided by or on behalf of the Vendors to the Purchaser and/or to the Purchaser’s Solicitors prior to the date of this Agreement specifically for the purpose of the CMA Notification is true and accurate.

MERGER CONTROL. 13.1 The Seller hereby confirms that the relevant turn-over of the Companies in the past full business year was below EUR 5,000,000 (per Company and in total). 13.2 The Parties therefore agree that the transfer of the Sold Shares is not subject to merger control clearance by or any form of notification procedure with the competent merger control authority.

MERGER CONTROL. The Company will (i) cause the Merger to be consummated as promptly as practical and in no event later than the date which is 180 days after the Initial Borrowing Date, (ii) take all actions available to it to cause designees of the Company to constitute a majority of the Board of Directors of Eljer as promptly as reasonably practical after the Initial Borrowing Date (and in no event later than the Merger Date), (iii) comply with all of its covenants and agreements contained in the Merger Agreement, (iv) exercise all of its rights and powers to cause Eljer to comply with all of Eljer's covenants and conditions contained in the Merger Agreement and (v) not waive or agree to amend any covenant binding upon Eljer and its -103- -45- Subsidiaries that is set forth in the Merger Agreement if such waiver or amendment would result in a breach of any of the covenants contained in this Agreement (other than pursuant to the preceding clause (iv)).

MERGER CONTROL. The Parties concur that the consummation of this Agreement is not subject to any filing requirements by any relevant and competent competition authority.

MERGER CONTROL. Any waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Assets contemplated hereby shall have expired or shall have been terminated.

MERGER CONTROL. 16.1.1 As soon as reasonably practicable after the Signing Date and in any event within fifteen (15) Business Days following the Signing Date, Purchaser shall make the filings for the merger control clearances in the jurisdictions set out in Exhibit 16.1.1 (together the “Merger Control Clearances”) with the competent merger control authorities (together the “Merger Control Authorities”). Purchaser shall use commercially reasonable efforts to avoid any declaration of incompleteness by the Merger Control Authorities or any other suspension for the time period of clearance. Where the applicable law requires that a filing must also be made by Sellers, Purchaser shall, subject to the prior written consent of Sellers, make that relevant filing also on behalf of Sellers. 16.1.2 Sellers shall closely cooperate with Purchaser for the purpose of the filings set forth in Section 16.1.1 and shall provide without undue delay (unverzüglich) all information reasonably requested by Purchaser in this connection concerning Sellers, the Seller Group Entities, the Target Group Companies and the Business, including any additional information and documentary material requested by any Merger Control Authority or other Governmental Entity. 16.1.3 Purchaser shall give Sellers reasonable opportunity to review and comment on any drafts of filing or other material documentation prior to their submission to any Merger Control Authority or other competent Governmental Entity (it being acknowledged that certain of such drafts and/or documents may be shared on a confidential outside counsel to counsel basis only) and shall give due consideration to any reasonable comments. Purchaser shall respond as soon as reasonably possible and to the extent the relevant information is available to Purchaser to all inquiries received from any Merger Control Authority or other competent Governmental Entity to whom a filing has been made for additional information or documentation and supplement such filings as reasonably requested by the applicable Merger Control Authority or other competent Governmental Entity. Purchaser undertakes to keep Sellers informed of any material contact with such Merger Control Authority and to the extent legally permissible, provide Sellers with copies of all material relevant documentation in relation thereto and allow Sellers to participate in any material call or meeting with any Merger Control Authority or other Governmental Entity. 16.1.4 Purchaser shall in no event be...