definiens: which is agreed and understood to mean, subject to the Closing Conditions having been fulfilled or waived in accordance with Section 15.4 ( Closing Conditions ), the later of ( A ) if a determination is made pursuant to this Section 3.2 ( Filings ) that an HSR / Antitrust F iling is not required to be made under any Antitrust Law for thi s Agreement, the date of such determination, or ( B ) if a determination is made pursuant to this Section 3.2 ( Filings ) that an HSR / Antitrust Filing is required to be made under any Antitrust Law for this Agreement, the Ant itrust Clearance Date . As used herein : ( 1 ) means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act and any comparable waitin g periods as required under any other Antitrust Law, in each case with respect to the Contemplated Transact ions have expired or have been terminated ; and ( 2 ) means ( x ) a filing by [COMPANY] and a filing by Sanof i with the FTC and the DOJ of a Notification and Report Form for Certain Mergers an d Acquisitions ( as that term is defined in the HSR Act ), together with all required documentary attachments thereto or ( y ) any comparable filing by [COMPANY] or Sa nofi required under any other Antitrust Law, in each cas e ( ( x ) and ( y ) ) with respect to the Contemplated Tr ansactions