Competition Matters Sample Clauses

Competition Matters. To the Seller’s knowledge each of the Company and the Subsidiary have not received notification by any competent antitrust or competition authority that it is, or has been party to, or concerned in any agreement, arrangement, understanding or concerted practice, which infringes any applicable competition law rule. The Company or the Subsidiary is or have not been in violation of any applicable competition laws or similar regulations.

Competition Matters. Prior to an Exchange Listing, if the Access Fund, or any alternative investment vehicle established by the placement agent or an affiliate of the Access Fund (“Access Alternative Vehicle”), individually or collectively, based on the ownership of the Access Fund and any Access Alternative Vehicles of equity interests in the Fund or any alternative investment vehicle, constitutes or could reasonably be expected to constitute the ultimate parent entity (the “Ultimate Parent Entity”) for purposes of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (together with the regulations promulgated thereunder, “HSR”), or the party otherwise obligated or required to submit a filing (including any Ultimate Parent Entity, a “Filing Party”) under any other antitrust or competition law outside the United States (“Foreign Competition Laws” and, collectively with the HSR or other antitrust or competition laws, “Competition Laws”), with respect to any proposed investment of the Fund or any alternative investment vehicle, then the Investment Manager: (i) will provide to (or cause to be provided to) the Access Fund prompt written notice of the determination by the Fund, any alternative investment vehicle or any direct or indirect subsidiary of the Fund or any alternative investment vehicle to pursue a transaction that could reasonably be expected to give rise to any filing obligation on the part of the Fund or Access Alternative Vehicle pursuant to any Competition Law (an “Access Investment”), together with the basis for the Investment Manager’s or Fund’s determination that the Access Fund or Access Alternative Vehicle may constitute the Filing Party under any Competition Law with respect to the proposed transaction; (ii) will prepare and provide (or cause to be prepared and provided) to the Access Fund a draft of any such required filing containing all information required to be included in such filing that is within the knowledge of any of the Investment Manager or any alternative investment vehicle; and (iii) for any proposed investment requiring a pre-merger notification under HSR or any other prior notice or approval under any other applicable Competition Law, will not consummate any such proposed investment until the applicable waiting periods have expired or been terminated or approvals have been obtained unless (A) so doing would not have any adverse effect on any of the Competition Indemnified Parties (as defined below), the Fund, any alternative inv...

Competition Matters. (i) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired, (ii) if jurisdiction to examine the transactions contemplated by this Agreement is referred to the European Commission following a request made pursuant to Article 4(5) or Article 22 of the EU Merger Regulation, a decision shall have been adopted by the European Commission pursuant to the EU Merger Regulation declaring that such transactions are compatible with the internal market (either unconditionally or subject to the fulfillment of certain conditions or obligations) or compatibility will have been deemed under Article 10(6) of the EU Merger Regulation and (iii) any consents, authorizations, orders, approvals, declarations and filings required or advisable under any other applicable antitrust or competition law or regulation and identified in Schedule I will have been made or obtained (either unconditionally or subject to the fulfillment of certain conditions or obligations).

Competition Matters. (a) Acknowledgment of Competitive Situation. Each Member acknowledges that it and its Affiliates now are and/or hereinafter may be engaged in businesses which may compete with, relate to or are similar to the businesses of each other. Because the Members may compete with each other in various areas, no Member shall be obligated to render any information to any other Member, on demand or otherwise, if the Member reasonably believes it to be inappropriate to disclose such information to a competitor.

Competition Matters. Neither the aggregate value of the assets of the Company (and all entities controlled by the Company) located in the United States, nor the aggregate value of all sales made in or into the United States by the Company (and all entities controlled by the Company) in its most recent fiscal year, all as determined in accordance with the U.S. ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations thereunder, exceed the applicable amounts provided in Rule 802.51(b) under the HSR Act.

Competition Matters. (a) The parties hereto agree that the primary intent of VeriSign’s B-to-B Business offering for mobile content is to provide third parties that are not Affiliates of VeriSign with technology and services to enable mobile media enablement and distribution. Although not the primary intent of VeriSign’s B-to-B Business mobile content services, the parties hereto agree that VeriSign may also engage in provisioning mobile services for third parties that include advising and supporting third parties with respect to their retail operations (including supporting and servicing any marketing and development initiatives of such third parties) so long as such retail operations (x) are not predominately controlled by VeriSign or its Affiliates (other than entities affiliated with directors and officers of VeriSign which are not also otherwise Affiliates of VeriSign but for the fact that the director or officer of VeriSign is affiliated with such entity) and (y) in no event use any brand owned or controlled by VeriSign or its Affiliates (other than entities affiliated with directors and officers of VeriSign which are not also otherwise Affiliates of VeriSign but for the fact that the director or officer of VeriSign is affiliated with such entity) except for ingredient branding purposes (i.e. “Powered by VeriSign”) and branding for other VeriSign services not related to providing mobile content (i.e., VeriSign’s “VeriSign Secured” seal) (any activities permitted by this sentence being herein referred to as “Secondary B-to-B Business Services”). Notwithstanding the foregoing, for so long as VeriSign Member beneficially owns any Company Interest and for a period of two years thereafter (the “Prohibited Period”), VeriSign shall not, and shall cause its Affiliates (other than entities affiliated with directors and officers of VeriSign which are not also Affiliates of VeriSign) not to, for their own benefit or for the benefit of any other Person, in any manner, directly or indirectly, operate or engage in (alone or with others), be financially interested in, or have an equity or other ownership interest in any Person engaged in, or form a joint venture with any Person to conduct, any direct-to-consumer mobile business that is substantially similar to the businesses conducted by Jamba! or Mobizzo prior to the date of the Formation Agreement (a “Competing Business”); provided, however, that the covenant contained in this Section 11.1(a) shall not prohibit VeriSign from (i) enga...

Competition Matters. Sellers, together with their Affiliates, do not have assets in Canada, or gross revenues from sales in, from or into Canada, that exceed CDN $200,000,000, all as determined in accordance with Part IX of the Competition Act (Canada) and the Notifiable Transaction Regulations promulgated thereunder.

Competition Matters. No Group Company has received any written notice or other written communication by or on behalf of any competition authority or any third party in relation to any material issue relating to the breach of the competition Laws.

Competition Matters. 16.1 The Vendor is not in relation to the Business, and has not been party to in relation to the Business, or concerned in any agreement, arrangement, understanding or concerted practice, or any other conduct or practice (unilateral or otherwise) which: (a) has been or is required to be furnished to the Director General of Fair Trading pursuant to the Restrictive Trade Practices ▇▇▇ ▇▇▇▇ ("▇▇▇ ▇▇▇▇ ▇▇▇▇") or (b) contravenes the Resale Prices ▇▇▇ ▇▇▇▇; or (c) constitutes a breach of any relevant undertaking, order, assurance or other measure taken under the Fair Trading ▇▇▇ ▇▇▇▇, the RTPA 1976, or the Competition ▇▇▇ ▇▇▇▇; or (d) infringes Article 81 or 82 of the EC Treaty or any similar provisions of the ECSC, Euratom, or EEA Treaties, or any other competition rule of the European Community including, without prejudice to the generality of the foregoing, any rule relating to state aid, public procurement, or anti-dumping; or (e) infringes any competition, anti-trust or equivalent legislation of any other jurisdiction. 16.2 The Vendor is not in relation to the Business subject to any publication, order, condition, undertaking, assurance or similar measure or obligation imposed by or under any of the laws referred to in paragraph 16.1. 16.3 The Vendor is not, and has not been subject to any investigation, request for information, notice or other communication (whether formal or informal, and whether or not in writing) in relation to the Business by any court, governmental or regulatory authority pursuant to any of the laws referred to in paragraph 16.1; 16.4 The Vendor has no reason to believe that any such action as is mentioned in paragraph 16.3 will be taken in relation to the Business; 16.5 None of the Sale Assets has been acquired by the Vendor other than by way of an arm's length transaction. 16.6 The Vendor has not given in r elation to the Business any guarantee, indemnity, warranty or bond or incurred any other similar obligation or created any security for or in respect of liabilities, actual or contingent, of any other person otherwise than in the ordinary course of trading. 16.7 Neither the Vendor nor any other members of the Vendor's Group has agreed any unusual terms of credit with any customers or suppliers of the Business. 16.8 The Vendor will deliver an aged debtors listing of the Customers as at Completion, within seven days of Completion.