definiens: means, with respect to any Regulatory Clearance, that any of the following shall have occurred : ( A ) the Applicable Authority shall have determined that there are no unresolved concerns with respect to the Transaction that are within the scope of the Applicable Authority ’s authority, and Seller Parent and Purchaser shall have received written notice from the Applicable Authority that governmental or regulatory review or other action with respect to such Regulatory Clearances has been concluded and that, subject t o any conditions that may be required by the Annex 1 -9 Applicable Authority, no action will be taken to suspend or prohibit the Transaction ; ( B ) Seller Parent and Purchaser shall have received written notice from the A pplicable Authority that the Transaction is not a transaction covered by the Law applicable to such Regulatory Clearance ; or ( C ) The Applicable Authority shall have sent a report to another Government Entity or executive the reof ( an ) requesting a decision, determination or action provided for by the Law applicable to such Regulatory Clearance, and either ( i ) the period during which such Applicable Executive may announce his, her or its decision to take action to suspend, prohibit or place any limitations on the Transaction shall have expired without any action to suspend or prohibit the Transaction being threatened, announced or taken, or ( ii ) such Applicable Executive shall have announced a decision, su bject to any conditions that may be required by the Applicable Authority or the Applicable Executive, not to, or otherwise declined to, take any action to suspend or prohibit the Transaction