A Standard Clause that merging parties may use to condition a transaction's closing on there being no legal restraint that prevents or makes the transaction illegal, including an order that would prohibit the transaction under antitrust law. This Standard Clause discusses when parties may want to include a no-legal-restraint closing condition, including where the transaction is notifiable under the Hart-Scott-Rodino (HSR) Act or other antitrust laws. It has integrated notes with important explanations and drafting tips. This Standard Clause also discusses how the no-legal-restraint closing condition interacts with other risk-shifting provisions, such as an extension to the transaction's drop-dead date for antitrust-related reasons or a trigger for the buyer to pay an antitrust-related reverse break-up fee.