Competition Act Matters. Either (i) the Competition Act Director shall have issued an Advance Ruling Certificate in respect of the Acquisition and shall not have subsequently withdrawn the Advance Ruling Certificate or indicated that he has obtained new information as a result of which the Competition Act Director is no longer satisfied that he would not have sufficient grounds on which to make an application under Section 92 of the Competition Act in respect of the Acquisition, (ii) the Competition Act Director or his representative shall have advised the Purchaser (on terms and in form satisfactory to them) that the Competition Act Director does not currently intend to make an application under Section 92 of the Competition Act in respect of the Acquisition, and such advice shall not have been amended or rescinded or (iii) the Parties determine that the Competition Act does not apply to the Acquisition.
Competition Act Matters. Either (i) the Competition Act Director shall have issued an Advance Ruling Certificate in respect of the Acquisition and shall not have subsequently withdrawn the Advance Ruling Certificate or indicated that he has obtained new information as result of which the Competition Act Director is no longer satisfied that he would not have sufficient grounds on which to make an application under Section 92 of the Competition Act with respect to the Acquisition, (ii) the applicable time period under Section 123 of the Competition Act shall have expired or (iii) the Parties determine that the Competition Act does not apply to the Acquisition.
Competition Act Matters. Neither Continental nor its affiliates (determined in the manner prescribed under the Competition Act) are an “operating business” within the meaning of the Competition Act, and furthermore Continental and its affiliates do not have assets in Canada with an aggregate value that exceeds, nor do they have aggregate gross revenues from sales in or from Canada generated from assets in Canada that exceed, $70,000,000 for the purposes of, and determined in accordance with, subsection 110(3) of the Competition Act.
Competition Act Matters. For purposes of determining whether the threshold has been met for a pre-merger notification as set forth in Section 109 of the Competition Act, and calculated in accordance with the regulations under the Competition Act, as amended, the Purchasers and their affiliates (as defined in the Competition Act) together have (i) less than Cdn $200 million of assets in Canada, and (ii) less than Cdn $200 million in gross revenue from sales in, from or into Canada.
Competition Act Matters. Assuming that the Closing Date is the date of this Agreement, the Purchaser represents and warrants to the Vendors that the Purchaser together with its affiliates (as defined in the Competition Act) has assets in Canada which exceed $400 million (Cdn.) and has annual gross revenues from sales in, from and into Canada which exceed $400 million (Cdn.), in either case, as determined pursuant to section 109 of the Competition Act and the regulations thereto and that the Purchaser is not aware of any proposed or likely transaction or event the consequences of which, if taken into account, would affect the foregoing representation and warranty. Without limiting the generality of this Article 7, the Purchaser, the Vendors and Voyageur will each use reasonable efforts to obtain Competition Act Compliance and in doing so will co-operate with each other. The Purchaser will as soon as practicable, prepare and provide submissions to the Commissioner of Competition, including a request for a no-action letter and an application for an Advance Ruling Certificate. The Purchaser, the Vendors and Voyageur shall each within 48 hours furnish any information requested under the Competition Act. In addition, if requested by the Commissioner of Competition, the Purchaser or the Vendors, Voyageur and the Purchaser shall file a short-form or long-form pre-merger notification pursuant to the Competition Act. The Purchaser will keep the Vendors and Voyageur reasonably informed of the status of the review process and will provide the Vendors and Voyageur with copies of any submission or application in draft form (with any confidential information redacted therefrom). The Purchaser and Voyageur will each pay one half of any requisite filing fees and applicable Taxes in relation to any filing or application made in respect of the Competition Act.
Competition Act Matters. The Sellers, the Company and their respective affiliates do not have assets in Canada that exceed $50,000,000 (CAD), or gross revenues from sales in, from or into Canada, that exceed $50,000,000 (CAD), all as determined in accordance with Part IX of the Competition Act (Canada) and the Notifiable Transactions Regulations thereunder.
Competition Act Matters. 51 ARTICLE IX
Competition Act Matters. (1) The Purchaser and the Corporation will promptly and expeditiously take all steps required to obtain Competition Act Compliance so as to permit the closing of the transactions contemplated by this Agreement to occur by the Outside Date, and in so doing will cooperate with each other. The Vendors will provide their full cooperation to the Purchaser and the Corporation in obtaining Competition Act Compliance, provided that in so doing no Vendor will be required to pay any amount of money or agree to any terms and conditions of any nature.
Competition Act Matters. The applicable waiting period under the Competition Act shall have expired.
Competition Act Matters. For the purposes of determining the application of the pre-merger filing requirements of the Competition Act (Canada), RSC 1985, c. C-34., the aggregate value of the assets in Canada that are owned by the Acquired Companies, and the gross revenues from sales in or from Canada generated from those assets, all as determined in accordance with Part IX of the Competition Act (Canada) and the notifiable transactions regulations thereunder, do not exceed $92 million.
