Common use of MERGER CONTROL Clause in Contracts

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 required (i) to offer, or consent to, any obligations, conditions or commitments required by any Merger Control Authority in connection with the Merger Control Clearances or (ii) to contest a decision of any Merger Control Authority or court prohibiting the consummation of the Transaction or parts thereof. Notwithstanding the foregoing, Purchaser shall cooperate with Sellers in good faith and use commercially reasonable efforts to reach the Merger Control Clearances. 16.1.5 For the avoidance of doubt, the communication among the Parties in connection with this Section 16.1 shall be subject to (i) compliance with mandatory legal restrictions and (ii) appropriate measures to safeguard the confidentiality of competitively, commercially and/or otherwise sensitive information and business secrets (which shall, in particular, be provided on an outside-counsel-only basis).

MERGER CONTROL. 16.1.1 As soon 4.1 The Partners agree that the Condition Precedent pursuant to Section 2 shall be satisfied upon the consummation of the transactions contemplated under this Agreement (the “Transaction”) having been unconditionally cleared (or being deemed to be cleared, pursuant to the applicable laws) by all Relevant Competition Authorities (as reasonably practicable determined pursuant to Section 4.2 below) (such date the “Clearance Date”). 4.2 Without undue delay after the date hereof (the “Signing Date Date”), Rocket and SMART shall instruct their respective antitrust lawyers to continue and finalize their review whether (and if so, to what extent) the consummation of the Transaction requires an antitrust clearance in any event applicable jurisdiction. The Partners shall ensure that their antitrust lawyers have finalized their review within fifteen ten (1510) Business Days following the Signing date hereof (the “Review End Date”) and shall for such purpose provide their antitrust lawyers with all information and cooperation which is reasonably required and available for such review, provided that Section 4.4 3rd sentence shall apply mutatis mutandis. At the latest on the Review End Date, Purchaser the Partners shall make inform each other and MePay Global in writing about any jurisdiction with respect to which in their opinion (acting reasonably) an antitrust clearance is required as a legally binding prerequisite in order to implement the filings Transaction (each competent authority in the respective jurisdictions a “Relevant Competition Authority”). 4.3 If at the Review End Date no Relevant Competition Authority has been indicated by any Partner, the Partners are obliged to waive the Condition Precedent pursuant to Section 2. 4.4 If at the Review End Date a Relevant Competition Authority has been indicated by any Partner, the Partners shall use best commercial efforts to procure that the Clearance Date will occur without undue delay. The Partners intend to notify this Agreement to any Relevant Competition Authority without undue delay but in no event later than twenty (20) Business Days after the Review End Date. Each Party shall deliver all required information available to itself or any third party under its influence accurately, completely and in a timely manner, which is necessary or expedient 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 notification of this Agreement to avoid any declaration of incompleteness Relevant Competition Authority as well as any assistance, information and documentation reasonably required by the Merger Control Authorities MePay Global 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 MePay Global’s counsel for the purpose of the filings set forth filing. The Partners agree that the filing with the Relevant Competition Authorities shall be coordinated and completed by MePay Global and its counsel in Section 16.1.1 cooperation and consultation with SMART and its counsel. The filing shall be submitted for review and comments to Rocket and SMART and shall provide without undue be submitted only after approval by SMART (provided that such approval may only be withheld in case of inaccuracies). Rocket and SMART shall support MePay Global and its counsel in all reasonable respects and avoid any unreasonable delay (unverzüglich) all information reasonably requested by Purchaser in this connection concerning Sellersits support efforts, in particular in the Seller Group Entities, delivery of information. Each Party shall bear the Target Group Companies and the Business, including any additional information and documentary material requested costs of its legal adviser. Fees charged by any Merger Control Relevant Competition Authority or other Governmental Entity. 16.1.3 Purchaser shall give Sellers reasonable opportunity be borne by MePay Global. To the extent that any information that is 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 be provided by a Party under this Section 4.4 is in the opinion of such drafts and/or documents Party (acting reasonably) commercially or otherwise sensitive or confidential, such Party may be shared provide such information on a confidential outside counsel to counsel-to-counsel basis only) and shall give due consideration . 4.5 For reasons of completeness, the Partners also undertake to any reasonable comments. Purchaser shall respond as soon as reasonably possible and make or provide all legally required notifications or information to the extent competent competition authorities where at 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 Review End Date the applicable Merger Control Authority or other competent Governmental Entity. Purchaser undertakes to keep Sellers informed antitrust lawyers of any material contact with such Merger Control Authority and the Partners have come to the extent conclusion that the notification or information duty to the competition authority exists, but that such notification and/or clearance is not legally permissible, provide Sellers with copies of all material relevant documentation in relation thereto and allow Sellers binding prerequisite to participate in any material call or meeting with any Merger Control Authority or other Governmental Entityimplement the Transaction. § 4.4 shall apply mutatis mutandis to these notifications / information duties. 16.1.4 Purchaser shall in no event be required (i4.6 If any competent competition authority(/ies) to offer, or consent to, any obligations, conditions or commitments required by any Merger Control Authority in connection with the Merger Control Clearances or (iiprohibit(s) to contest a decision of any Merger Control Authority or court prohibiting the consummation of the Transaction or parts thereofTransaction, each Partner shall have the option to challenge the prohibition decision before the competent court under the condition that the respective other Partner declares its consent. Notwithstanding the foregoing, Purchaser The respective other Partner shall cooperate with Sellers in good faith and use commercially all reasonable efforts to reach support the Merger Control Clearanceschallenging Partner in the court proceedings. Each person shall bear its own costs arising from the court proceedings. 16.1.5 For the avoidance of doubt, the communication among the Parties in connection with this Section 16.1 shall be 4.7 If any competent competition authority does not grant clearance or grants clearance subject to (i) compliance conditions and/or obligations which are not acceptable to any of the Partners, each at its sole discretion, such Partner shall have the option to rescind this Agreement within two weeks of receipt of such clearance. Prior to the exercise of the right of rescission the Partners shall enter into good faith negotiations with mandatory the aim to modify the agreement in a way that complies with the decision of competent competition authority without assuming a legal restrictions and (ii) appropriate measures obligation to safeguard the confidentiality of competitively, commercially and/or otherwise sensitive information and business secrets (which shall, in particular, be provided on an outside-counsel-only basis)do so.