A Standard Clause that may be used in a purchase or merger agreement where a seller or target company does not want the buyer to terminate the agreement based on a material change or event resulting from an enforcement action by an antitrust regulator, including the need for the buyer to make divestitures. This Standard Clause, known as an antitrust carve-out to a material adverse effect (MAE) or material adverse change (MAC) closing condition, prevents the buyer from terminating the agreement if an antitrust agency requires either party to take any actions to obtain antitrust approvals, including Hart-Scott-Rodino (HSR) Act approval. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.