definiens: shall mean such time as : ( a ) the Parties shall have complied with all applicable requirements of the Hart - Scott­Rodino Antitrust Improvements Act of 1976, as amended the ( ) ; ( b ) the waiting period under the HSR Act shall have expired or earlier been terminated ; ( c ) no judicial or administrative proceeding opposing consummation of all or any part of this Agreement shall be pending ; ( d ) no injunction ( whether temporary, preliminary or permanent ) prohibiting consummation of the transactions contemplated by this Agreement or any material portion hereof shall be in effect ; and ( e ) no requirements or conditions shall have been formally requested or imposed by the DOJ or FTC in connection therewith that are not reasonably and mutually satisfactory to the Parties ( collectively, the ) . In the event that the HSR Conditions are not met within [ three ( 3 ) months ofthe Effective Date ], this Agreement shall be null and void