Competition Condition Clause Samples

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Competition Condition. In the event the Employee shall, at any time prior to vesting of the Restricted Shares, directly or indirectly, own, manage, control, participate in, consult with, be employed by, render services for or in any manner engage in any Competitive Business (as defined below), the Restricted Shares, to the extent not vested, shall be immediately forfeited. For purposes hereof, “Competitive Business” means (i) any business competing with the businesses of the Company or any Company Affiliates (as defined below) as such businesses exist or are in process as of the date the Employee’s employment with the Company terminates, and (ii) any business that is materially competitive with the businesses that (I) are at the time in question being conducted by the Company or any Company Affiliates with which the Employee was involved to a material extent, or (II) were, during the Employee’s employment, either being conducted by, or being actively developed by, the Company or any Company Affiliates with which the Employee was involved to a material extent. It shall not be considered Competitive Business for the Employee to be a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee has no active participation in the business of such corporation.
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Competition Condition. (a) Without prejudice to the generality of the Buyer’s obligations under Clause 9.1, the Buyer shall, at its sole cost, where to do so would assist the procurement of the satisfaction of the Competition Condition, comply with all requirements of the Competition Board in order for the Competition Condition to be satisfied, including: (i) offering and/or agreeing to hold separate or dispose of any part of the business of MN, S1hhat or of the Buyer or any of its Affiliates; and/or (ii) offering to enter into and entering into agreements which restrict the manner in which, or whether, any part of the business of MN, S1hhat or of the Buyer or any of its Affiliates may carry on business in any part of the world. (b) The Buyer shall bear all filing fees and other costs (including the costs of its legal and other advisors but excluding any costs incurred by any member of the Target Group, the Sellers or any of their Affiliates and the costs of their legal and other advisors which shall be paid by the Sellers) incurred in relation to any filing required to be made in any jurisdiction in connection with the Competition Condition. (c) In connection with satisfying the Competition Condition, the Buyer shall: (i) procure the filing of all necessary submissions to the Competition Board as soon as reasonably practicable and, subject to compliance by the Sellers with their obligations under Clause 11.1(e), within ten Business Days after the date of this Agreement; (ii) with the assistance of the Sellers, file the submissions referred to in Clause 11.1(c)(i); (iii) not enter into (and will procure that none of its Affiliates enters into) any other agreement or arrangement which would be reasonably expected to delay, impede or prejudice the fulfillment of the Competition Condition; (iv) promptly progress all submissions and filings with respect to the Competition Condition with all diligence and in consultation with the Sellers, and accept and take into account the Sellers’ reasonable comments and requests in respect thereof; (v) promptly notify, and provide a copy to, the Sellers’ Representative of any material communication (whether written or oral) received from the Competition Board with respect to the Competition Condition; (vi) give the Sellers’ Representative reasonable notice of, and the opportunity for representatives of the Sellers and the Sellers’ advisers to participate in, all material meetings and telephone calls with the Competition Board; and (vii) provide t...
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Competition Condition. (a) The obligation of each Party to consummate the transactions to be performed by it in connection with Completion is subject to receipt of approval from the Competition Board for the transactions contemplated by this Agreement (the “Competition Condition”) which shall be deemed satisfied upon the earlier of: (i) receipt of the short form decision (without having to wait for the reasoned decision) with the express permission of the Competition Board (whether conditional or unconditional) for the transactions contemplated by this Agreement, whereby receipt shall mean the earlier of receipt by the Buyer or the Sellers of the short form decision issued by the Competition Board, by facsimile or receipt by mail; or (ii) failure to receive a response or other form of communication from the Competition Board within 30 days after the date of notification of the transactions contemplated by this Agreement thereto, in which case approval shall be deemed under the applicable law. (b) The Parties may jointly waive the Competition Condition (to the extent and only to the extent that such condition may be lawfully waived) if the Buyer and the Sellers’ Representative execute a joint written waiver at or prior to Completion.
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Competition Condition. The receipt of evidence that all filings have been made and all the waiting periods having expired or been terminated in relation to the transactions provided for by this Agreement pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Anti Trust Improvements Act of 1976 (as amended) of the United States of America.
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Competition Condition. That a joint notification is duly made to the Authority by UGC and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SPV and that one of the following events occurs:
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Competition Condition. In the event the Option Holder shall, at any time during the term of the Option, directly or indirectly, own, manage, control, participate in, consult with, be employed by, render services for or in any manner engage in any Competitive Business (as defined below), the Option shall immediately cease to be exercisable and it shall be immediately forfeited. For purposes hereof, “Competitive Business” means (i) any business competing with the businesses of the Company or any Company Affiliates (as defined below) as such businesses exist or are in process as of the date the Option Holder’s employment with the Company terminates, and (ii) any business that is materially competitive with the businesses that (I) are at the time in question being conducted by the Company or any Company Affiliates with which the Option Holder was involved to a material extent in the twelve (12) months prior to the date the Option Holder’s employment terminates, or (II) were, during the Option Holder’s employment, either being conducted by, or being actively developed by, the Company or any Company Affiliates with which the Option Holder was involved to a material extent in the twelve (12) months prior to the date the Option Holder’s employment terminates. It shall not be considered Competitive Business for the Option Holder to be a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Option Holder has no active participation in the business of such corporation.
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Competition Condition. The competition condition contained in s 45AD(4) is likely satisfied as [X] and [Y] are in competition with each other over the supply / acquisition / production of [GOODS / SERVICES]. Step 3A: What evidence is there of the CAU? An arrangement / understanding requires a meeting of the minds: communication, consensus as to a course of action, and a commitment to act (ACCC v CC). [APPLY TO FACTS]. In the absence of evidence, it may be possible to infer agreement from... • the parallel conduct of [X] and [Y] (British Basic Slag) • the direct communication (email, letters, text messages, meeting minutes, calendar meetings) between [X] and [Y] • the indirect communications (public statements / announcements) between [X] and [Y] • the signalling between [X] and [Y] The facts are analogous / can be distinguished from British Basic Slag, where identical agreements with multiple steel distributors was held to be evidence of price fixing on the basis of parallel conduct.
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Related to Competition Condition

  • Termination Conditions This Agreement terminates upon the earlier of any of the following events: a.

  • Non-Competition; Non-Solicitation; Confidentiality (a) For a period from the Closing Date until the fifth (5th) anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in the Business or that otherwise competes with the Business (a “Restricted Business”). The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Newco, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. (b) For a period from the Closing Date to the fifth (5th) anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall: (i) cause, solicit, induce or encourage any Employees of the Company to leave such employment or hire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former customer of the Company and any Person that becomes a client or customer of the Business after the Closing) or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. (c) The covenants and undertakings contained in this Section 6.7 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.7 will cause irreparable injury to Newco, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 6.7 will be inadequate. Therefore, Newco will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 6.7. The rights and remedies provided by this Section 6.7 are cumulative and in addition to any other rights and remedies which Newco may have hereunder or at law or in equity. (d) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 6.7 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. (e) The Company shall use its commercially reasonable efforts to obtain the agreement of the Subsidiaries of the Company to the provisions of this Section 6.7 in form and content reasonably satisfactory to Newco.

  • Non Competition Confidentiality 4.1 During the term of this Agreement, the Executive will offer to the Employer any investment or other opportunity generally in the business in which the Company operates, of which he may become aware. If after 30 days the Board of Directors of the Employer refuses the opportunity to participate in the investment or venture, the Executive may do so as permitted by Section 4.2 hereof and otherwise only if Executive obtains a consent to do so from a majority of the directors. 4.2 The Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors. 4.3 Except as provided in Sections 4.1 and 4.2 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. 4.4 During the term of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive's actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. 4.5 a. The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to Employer's business as they may exist from time to time are valuable, special and unique assets of Employer's business. Therefore, Executive agrees as follows: (1) That Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with Executive's work for the Employer. (2) That upon request or at the time of leaving the employ of the Employer the Executive will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's business. (3) That the Board of Directors of Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

  • Non Competition Non Solicitation and Confidentiality The Company and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, the Company will give Executive access to Confidential Information of the Company and its Affiliates to which Executive did not have access prior to signing this Agreement and which Executive may need and use during such employment, the receipt of which is hereby acknowledged by Executive; Executive will be provided under this Agreement (i) specialized training on how to perform his duties and (ii) contact with the Company’s and its Affiliates’ customers and potential customers. In consideration of all of the foregoing, the Company and Executive agree as follows: