Further studies can have an impact on funding efforts, affect the parties` day-to-day operations, and have other adverse effects. A „filing date” or „external date” allows the parties to decide in advance how long and when it is time to continue. The effects are multiple, depending on which party has the right to resign at the end of the prescribed period and on the basis of which. Under the typical scenario, a buyer agrees and is required to obtain antitrust authorization until a specified date, under the terminated seller who triggers a termination clause and possibly a break or termination tax due to the seller. For example, termination fees for cartels and abuse of dominance may be at stake even if a buyer pays a fixed fee to the seller, if the agreement ends due to the absence of authorization for cartels and abuse of dominance, or if the buyer voluntarily terminates. The cartel ticking and abuse of dominance fees require the purchaser to obtain additional consideration if the agreement is not reached before a certain date or if certain milestones are not met. After the U.S. District Court for the District of Columbia blocked the proposed merger between Cigna and Anthem in 2017 and agreed with the government that there could be potential anti-competitive effects on an already concentrated market, Cigna tried – and failed – to denounce the deal. Cigna`s complaint seeking a reverse termination tax of US$1.85 billion and $13 billion in damages (the agreement stipulated that Cigna`s only recourse would be the tax if Anthem did not intentionally violate its contractual obligations) was met by an Anthem counter-action against the merger.
In May 2017, the chancellery rejected Anthem`s injunction regarding Cigna`s resignation and Anthem decided to end the merger rather than move it forward. The parties are arguing over the issue of royalties and damages. (b) either by the parent company or by the company: (i) if the merger was not completed before September 21, 2013, or if the marketing period has begun and is in effect on that date, the second business day following the end of the marketing period (the „termination date”); to the extent that neither party has the right to terminate this agreement in accordance with this section 7.1 (b) (b) if an act of that party or that party`s failure to comply with or comply with the agreements and agreements reached by that party in this agreement is the main cause of the failure of the merger to be completed by the termination date and that such or non-compliance with an infringement constitutes a violation. This agreement if, at the time of termination, all closing conditions except the condition in Section 6.1 (d) (except for conditions that must be met by their nature, if these conditions can reasonably be met) are met at the time of the termination date, either the parent company or the parent company, after written notification, may unilaterally extend the termination date by 90 days. others until the termination date, in which case the termination date is deemed extended for all purposes; however, with respect to such a unilateral extension by the parent company or parent company, the termination date will only be extended for the duration (no more than 90 days) during which the debt financing obligation (or a debt financing obligation that complies with Section 5.16 requirements) will be extended in all cases , after the extension of the same date, if it exists, will be extended; However, if the transaction is not completed by the termination date following a financing failure, the parent company may terminate the agreement, notwithstanding the first condition under this clause 7.1(b) (i), so that the parent company can terminate the agreement in accordance with Section 7.1 (b) v).