Antitrust Action definition
Antitrust Action means (i) any divestiture, license, hold separate (including by trust or otherwise) of any businesses or assets of any Party or its respective Affiliates, or (ii) any other commitment of any Party or any of its respective Affiliates to take any action that limits any freedom of action with respect to such Party or its Affiliates’ ability to retain, operate, manage, govern or influence any of their respective businesses or assets.
Antitrust Action means any action (including divestitures, hold separate arrangements, consent decrees, the termination, assignment, novation or modification of contracts or other business relationships, the acceptance of restrictions on business operations, the entry into other commitments and limitations) with respect to the Company, Parent and their respective Affiliates that is required by any Governmental Authority to provide its approval, consent, registration, permit, authorization, clearance, or other confirmation under Antitrust Laws for the consummation of the transactions contemplated by this Agreement, and litigation with respect to the foregoing.
Antitrust Action means (i) any divestiture, license, hold separate (including by trust or otherwise) of any businesses or assets of any Party or its respective Affiliates, or (ii) any other commitment of any Party or any of its respective Affiliates to take any action that limits any freedom of action with respect to such Party or its Affiliates’ ability to retain, operate, manage, govern or influence any of their respective businesses or assets, in order to be permitted by any Governmental Authority to consummate the Transactions; in each case pursuant to any requirement, condition, limitation, understanding, agreement or order of a Governmental Authority.
Examples of Antitrust Action in a sentence
Notwithstanding the foregoing or anything contained in this Agreement to the contrary, Parent shall not be required to agree to or effect any Antitrust Action with respect to the Company, Parent or any of their respective Affiliates’ businesses or assets unless such actions are conditioned upon the occurrence of the Closing or are effective on or after the Closing, and no Party shall be required to waive any of the conditions set forth in Article 9 as they apply to such Party.
Buyer shall only be required to take or permit any Antitrust Action that is conditioned upon and becomes effective only from and after the Closing.
The parties hereto agree that the calculation of revenue shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Antitrust Action, regardless of which asset, business or product line Parent actually selects for such Antitrust Action.
All of the documents, statistics, data and other information with respect to the Company’s products and sales, whether provided orally or in writing, by the Company to the FTC or any Governmental Authority in connection with the filings and voluntary notifications referred to in Section 6.7(b) or in connection with any Restraint or Adverse Antitrust Action were, as of the date of their submission, materially true and accurate.
No Law or Order shall have been enacted, entered, promulgated or enforced by any Governmental Authority, or shall otherwise be in effect (whether temporary, preliminary or permanent) (collectively, “Restraint”), that has the effect of enjoining, restraining, prohibiting or preventing consummation of the Merger and which shall then be in effect, and there shall not be threatened in writing, instituted or pending any action by any Governmental Authority seeking to effect an Adverse Antitrust Action.
More Definitions of Antitrust Action
Antitrust Action means (A) any and all actions with respect to Acquirer’s Equipment and Solutions Division (“ESD”), the Company, or any of the Company’s Affiliates including, without limitation, committing to, by consent decree or otherwise, operational obligations, restrictions or limitations (including, for the avoidance of doubt, commitments not to bundle products or services) and committing to, or effecting, by consent decree, hold separate orders, trust or otherwise, the sale, license, disposition or holding separate of assets; and (B) with respect to Acquirer businesses or divisions other than ESD, committing not to bundle products or services; each of (A) and (B) as may be required to obtain such approvals or consents of such Relevant Authorities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decrees, judgments, injunctions or orders that would otherwise have the effect of preventing or delaying the consummation of the Acquisition contemplated by this Agreement; provided that nothing in this Clause 4.7 shall require or be construed to require the Acquirer or any of its affiliates to agree to, or offer, accept or suffer to have imposed upon it
Antitrust Action has the meaning set forth in Section 6.3(b) of this Agreement.
Antitrust Action means any action with respect to assets, businesses or product lines, including a request that they be (x) divested or held separate or (y) subject to conduct remedies, limitations or other actions, and the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Antitrust Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Entities under Regulatory Laws account for more than $7.5 billion of revenue for the twelve (12) months ended December 31, 2013. If requested by Parent, the Company will agree to and take any action contemplated by this Section 7.6(d), provided that the consummation of any divestiture or the effectiveness of any other remedy is conditioned on the consummation of the Merger. The parties hereto agree that the calculation of revenue shall be measured by reference to the lowest such revenue of Parent or the Company for each such overlapping asset, business or product line subject to Antitrust Action, regardless of which asset, business or product line Parent actually selects for such Antitrust Action. The foregoing agreement in this section is made solely to facilitate the closing of the Merger and does not constitute a representation or admission that the Merger, if consummated without any modification, would violate any Regulatory Laws or that agreeing to any divestitures, hold separate conditions or other restrictions permitted herein or suggested by any person or authority acting under any Regulatory Law would not be harmful to the parties hereto.
Antitrust Action has the meaning set forth in Section 5(b)(ii) below.
Antitrust Action means any action with respect to assets, businesses or product lines, including a request that they be (x) divested or held separate pending divesture or (y) subject to conduct remedies, limitations or other actions, and the “Detriment Limit” would be exceeded if the assets, businesses or product lines subject to Antitrust Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Entities under Regulatory Laws account for more than $200,000,000 of revenue for the twelve (12) months ended December 31, 2015. The parties hereto agree that the calculation of revenue for any overlapping asset, business or product line subject to any Antitrust Action shall be measured by the lowest such revenue for GE or BHI, as the case may be, for each overlapping asset, business or product line subject to any Antitrust Action, regardless of which asset, business or product line GE actually selects for such Antitrust Action. If requested by GE, BHI will agree to and take any action contemplated by this Section 7.08(d), provided that the consummation of any divestiture or the effectiveness of any other remedy is conditioned on the consummation of the Transactions. The foregoing agreement in this Section 7.08(d) is made solely to facilitate the closing of the Transactions and does not constitute a representation or admission that the Transactions, if consummated without any modification, would violate any Regulatory Laws or that agreeing to any divestitures, hold separate conditions or other restrictions permitted herein or suggested by any person or authority acting under any Regulatory Law would not be harmful to the parties hereto.
Antitrust Action means (A) any and all actions with respect to Acquirer’s Equipment and Solutions Division (“ESD”), the Company, or any of the Company’s Affiliates including, without limitation, committing to, by consent decree or otherwise, operational obligations, restrictions or limitations (including, for the avoidance of doubt, commitments not to bundle products or
Antitrust Action means any action with respect to assets, businesses or product lines of the Company or any of its Subsidiaries, or of Buyer or any of its Subsidiaries, or any combination thereof, including a request that they be (x) divested, licensed or held separate (including by establishing a trust or otherwise) or (y) subject to conduct remedies, limitations or other actions (including pursuant to any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority) (and that any divestiture include the opportunity to hire employees associated with the applicable assets or businesses), and the “Detriment Limit” would be exceeded if the assets, businesses or product lines to be divested, licensed or held separate pursuant to Antitrust Action in order to obtain actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Authorities under Regulatory Laws account for more than $677,000,000 of aggregate revenue for the twelve (12) months ended December 31, 2014 (it being understood and agreed that any Intellectual Property Rights required by Governmental Authorities to be licensed to third parties in connection with a required Antitrust Action that is a divestiture of assets (other than Intellectual Property Rights) within the Detriment Limit shall not be considered “divested” for purposes of this definition of “Detriment Limit”). If requested by Buyer, the Seller will, and will cause the Company and its Subsidiaries to, agree to and take any action contemplated by this Section 7.01(d), provided that the consummation of any divestiture or the effectiveness of any other remedy is conditioned on the consummation of the transactions contemplated hereby. The foregoing agreement in this section is made solely to facilitate the Closing and does not constitute a representation or admission that the transactions contemplated hereby, if consummated without any modification, would violate any Regulatory Laws or that agreeing to any divestitures, hold separate conditions or other restrictions permitted herein or suggested by any Person or authority acting under any Regulatory Law would not be harmful to the parties hereto.