Resolution of Antitrust Investigation Clause Samples

Resolution of Antitrust Investigation. (i) If an Antitrust Restraint is imposed, then Acquirer shall be entitled to (A) the Special Escrow Fund (after taking into account the reimbursement of the fees and expenses incurred by Acquirer and the Stockholders’ Agent prior to the resolution of the Antitrust Investigation in accordance with Section 8.4(b)), and (B) offset an amount equal to the lesser of (x) $5 million of the Acquirer Promissory Notes and (y) the then outstanding balance of the Acquirer Promissory Notes. Any offset against the Acquirer Promissory Notes shall reduce the amount of indebtedness under each Converting Holder’s Tranche 1 Promissory Note by the same amount as such Converting Holder’s Tranche 2 Promissory Note. The Special Escrow Fund, together with the offset of the Acquirer Promissory Notes as provided in this Section 8.4(c)(i), shall constitute liquidated damages. (ii) If the Antitrust Investigation is resolved without the imposition of an Antitrust Restraint, the Converting Holders (on a pro rata basis in accordance with their respective Pro Rata Shares) shall be entitled to the Special Escrow Fund, after taking into account the reimbursement of the fees and expenses incurred by Acquirer and the Stockholders’ Agent prior to the resolution of the Antitrust Investigation in accordance with Section 8.4(b). (iii) Upon resolution of the Antitrust Investigation, Acquirer and the Stockholders’ Agent shall deliver joint written instructions to the Escrow Agent to release the Special Escrow Fund as provided in Section 8.4(c)(i) or 8.4(c)(ii), as applicable, no later than five Business Days after such resolution. (iv) An Antitrust Investigation will be deemed “resolved” upon (A) in case of an investigation by a Governmental Entity, written or oral notification by or on behalf of such Governmental Entity that the investigation has been closed with no further action intended at that time, or (B) in case of a legal action brought by a Governmental Entity and pending before a court or administrative body, issuance of a final, non-appealable order terminating the action, in each case, without resulting in any Antitrust Restraint.
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Related to Resolution of Antitrust Investigation

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) (eff. Apr. 1, 2025, Section 544.0106, pursuant to House Bill 4611, Acts 2023, 88th Leg., R.S.) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

  • Complaints Investigation The employee who complains of harassment under the provisions of the Human Rights Code must first comply with the Employer’s harassment policy procedures before filing a grievance or human rights complaint.

  • Grievance Investigation The Employer agrees to supply to the Union the names of all applicants for a vacancy, or new position in the course of a grievance investigation.

  • Investigation and Prevention DST shall reasonably assist Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to: (A) cooperate with Fund in its efforts to comply with statutory notice or other legal obligations applicable to Fund or its clients arising out of unauthorized access and to seek injunctive or other equitable relief; (B) cooperate with Fund in litigation and investigations against third parties reasonably necessary to protect its proprietary rights; and (C) take reasonable actions necessary to mitigate loss from any such authorized access.

  • Function of Joint Health and Safety Committee All incidents involving aggression or violence shall be brought to the attention of the Joint Health and Safety Committee. The Employer agrees that the Joint Health and Safety Committee shall concern itself with all matters relating to violence to staff.