definiens: means the earlier of : ( i ) the date on which the FTC or DOJ shall notify the Parties of early termination of the waiting period under the HSR Act ; or ( ii ) the date on which the applicable waiting period under the HSR Act expires ; provided, however, that if the FTC or DOJ commences any investigation by means of a second request or otherwise, HSR Clearance Date means the date on whic h any investigation opened by the FTC or DOJ has been terminated, without action to prevent the Parties from implementing the transactions contemplated by this Agreement with respect to the United States . Notwithstanding any other provisions of this Agreem ent to the contrary, either Party may terminate this Agreement effective upon Notice to the other Party if the HSR Clearance Date has not occurred on or before the date that is [ * * * ] ( [ * * * ] ) days after the Parties make their respective HSR filings