definiens: means the first date on which each of the followi ng criteria is met with respect to the Stock Purchase Agreement and this Agreement : ( i ) the Parties shall have co mplied with all applicable requirements of the HSR Act ( if any ) and each other applicable Antitrust Law ( if any ) ; ( ii ) the waiting period under the HSR Act ( if any ) and each other ap plicable Antitrust Law ( if any ) shall have expired or earlier been terminated ; ( iii ) no judicial or administrativ e proceeding by any Governmental Authority opposing consummation of all or any part of this Agreement o r the Stock Purchase Agreement shall be pending or threatened ; ( iv ) no injunction ( whether temporary, preliminary or permanent ) prohibiting consummation of the transactions contemplated by this Agreement or the Stock Purchase Agreement or any material portion of such agreement or amendment, as applicable, shall be in effect ; and ( v ) no requirements or conditions shall have been formally requested or imposed by the DOJ, FTC, or a ny other Antitrust Authority in connection therewit h that are not reasonably and mutually satisfactory to the Par ties