Pre-Merger Notification Sample Clauses

Pre-Merger Notification. Buyer and the Company shall, within ten (10) days after the date hereof, file all necessary notifications under the Hart ▇▇▇t▇ ▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the transactions contemplated under this Agreement. Buyer and the Company shall each pay one-half of all filing fees required in connection with such filing. Buyer and the Company shall promptly comply with any and all requests by the United States Department of Justice (the "Department of Justice") or the Federal Trade Commission (the "FTC") for additional documents or information with respect to the notification filed with the Department of Justice and the FTC pursuant to the HSR Act and shall use their respective best efforts to obtain prompt termination of the waiting period under the HSR Act.

Pre-Merger Notification. Parent and the Companies shall each have filed (or cause to be filed) all reports and satisfied all requests for additional information pursuant to the HSR Act and the rules promulgated thereunder, and the applicable waiting periods shall have expired.

Pre-Merger Notification. If applicable, any waiting period under the HSR Act with respect to the transactions contemplated by this Agreement shall have elapsed or been terminated.

Pre-Merger Notification. The consummation of the transactions contemplated by this Agreement may be subject to the pre-merger notification requirements of ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ (15 U.S.C. § 18a) as enacted by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”).

Pre-Merger Notification. If applicable, promptly after execution of this Agreement the parties shall each file with the Federal Trade Commission and Antitrust Division of the Department of Justice all necessary notification and report forms prescribed by the "pre-merger notification" regulations promulgated under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, together with all such additional reports, documents, materials and data as may be requested by such agencies in connection with such pre-merger notification. Section 13A Status of Schedules and Exhibits as of Signature Date. (a) The parties each acknowledge and agree that as of the date this Agreement is executed and delivered, none of the Schedules or Exhibits to this Agreement have been prepared, delivered, reviewed, or approved by the parties or their respective counsel. In addition to and without in any way limiting, any other express and implied condition precedent to the obligations of any of the parties under this Agreement, the obligations of each of the parties under this Agreement are hereby made subject to and contingent upon the following: (i) The preparation, delivery, and approval by the parties of all of the Schedules described in this Agreement; (ii) The preparation, delivery, and approval by the parties of all of the Exhibits to this Agreement; and (iii) All other express and implied conditions precedent to the obligations of the parties under this Agreement shall have been satisfied or waived at or prior to the Closing. (b) In addition, notwithstanding any other term, condition, covenant, or provision of this Agreement or of any Other Agreement, the parties have not made, and shall not be deemed to have made by their execution and delivery of this Agreement, any representation or warranty with respect to any: (i) Schedule described in this Agreement; (ii) Exhibit to this Agreement; (iii) Document or state of facts pertaining to any Schedule or Exhibit to this Agreement; or (iv) The intended contents to any document or state of facts pertaining to any Schedule or Exhibit to this Agreement. Any representations or warranties with respect to those matters or items shall be made (unless waived or amended) only as of the Closing Date, and only with respect to the Schedules and Exhibits attached to this Agreement as of the Closing Date.

Pre-Merger Notification. After the date hereof, the Company shall timely and promptly make, all filings which are required under the HSR Act in connection with the Transactions on behalf of the Company, any Holder or any of their respective "ultimate parent entities" (as defined in the HSR Act). The Company and the Holders, to the extent required by the HSR Act, shall furnish to the Buyer such necessary information and reasonable assistance as the Buyer may request in connection with the Buyer's preparation of necessary filings or submissions to any Governmental Authority, including, without limitation, any filings necessary under the provisions of the HSR Act. The Company and the Holders promptly will supply the Buyer with copies of all correspondence, filings or communications between the Company or the Holders or their respective counsel, on the one hand, and the Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division") or any other Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement and the Transactions. After the date hereof, the Buyer will timely and promptly make all filings which are required under the HSR Act in connection with the Transactions on behalf of the Buyer, the Merger Sub or their respective "ultimate parent entities." The Buyer will furnish to the Company such necessary information and reasonable assistance as the Company may request in connection with the preparation of necessary filings or submissions to any Governmental Authority, including, without limitation, any filings necessary under the provisions of the HSR Act. The Buyer promptly will supply the Company with copies of all correspondence, filings or communications between the Buyer or its counsel, on the one hand, and the FTC, the Antitrust Division or any other Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement and the Transactions.

Pre-Merger Notification. The consummation of the transactions contemplated by this Agreement may be subject to the premerger notification requirements of Section 7A of the ▇▇▇▇▇▇▇ Act (15 U.S.C. Section 18a) as enacted by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976. Sellers and Buyer shall cooperate and promptly undertake all filings and other actions as may be required to comply with such requirements. Should the reviewing agency advise any party of its need for additional information, that party, with the cooperation of the other parties if appropriate, shall promptly respond to the reviewing agency's request. Should the reviewing agency or another interested governmental agency advise any party of its opposition to the transactions contemplated herein, the parties shall diligently endeavor to persuade the agency concerned to abandon its opposition and, failing to do so, the parties shall take such additional action as they may agree.

Pre-Merger Notification. All applicable governmental pre-merger filing and waiting period requirements of governmental authorities of the United State of America or of any state or political subdivision thereof.

Pre-Merger Notification. The consummation of the transactions contemplated by this Agreement is subject to the pre-merger notification requirements of S▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ (15 U.S.C. § 18a) as enacted by the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act”). Sellers and Purchaser shall cooperate and promptly undertake all filings and other actions as may reasonably be required to comply with such requirements. Both parties shall use their best efforts to assure that such filings are made no later than 30 days after the execution of this Agreement. The Purchaser and Sellers shall cooperate in responding to any requests for information from any federal or state agency reviewing the transaction and shall cooperate with respect to meetings with any agency. Purchaser and Sellers shall notify each other orally or in writing of agency meetings with respect to the transaction as well as the topics to be discussed at such meeting as promptly as practical after the scheduling of such meeting, and for agency meetings which both Purchaser and Sellers are invited to attend, the parties will cooperate with respect to such meeting. Neither Party shall attend any meetings with an agency without a representative of the other Party unless the agency requests such a private meeting. Purchaser shall pay all H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act filing fees for the Parties. Purchaser and Sellers (subject to reimbursement as set forth below) shall each pay all of their respective legal and consultant expenses relating to federal or state agency review of the transaction, including communications with the staff and attendance at hearings and related matters, provided that Purchaser will reimburse Sellers for up to ONE HUNDRED THOUSAND DOLLARS ($100,000) of Sellers’ reasonable out-of-pocket expense for fees and expenses of Sellers’ outside counsel and outside consultants provided that such counsel and/or consultants have been approved by Purchaser. Without limitation on the generality of Article 3, Purchaser may either terminate this Agreement or elect to contest such litigation, upon written notice to Sellers, if the Federal Trade Commission or the Antitrust Division of the Department of Justice or the Office of the Attorney General of any State authorizes the filing of a suit to challenge the transactions contemplated hereby. If litigation is initiated by any government agency, and Purchaser elects to contest such litigation, then Purchaser shall assume all respons...