Competition Condition Clause Samples

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...

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.

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.

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:

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.

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.