Common use of Potentially Competitive Transactions Clause in Contracts

Potentially Competitive Transactions. If any Party (an “Investing Party”) pursues an investment opportunity or an ownership increase in respect of an existing investment in a market or country where another Party(ies) (each, an “Existing Party”) already has a direct or indirect interest or investment (a “Potentially Competitive Transaction”), and as a result of the Potentially Competitive Transaction, an Existing Party is required by any Governmental Entity to divest all or part of its existing investment, or otherwise suffer any negative competition, antitrust or other regulatory fines or penalties, then before the Investing Party completes the Potentially Competitive Transaction, the Investing Party must, in order of priority, either (a) cease to pursue the Potentially Competitive Transaction; or (b) (i) divest the acquired interest or investment that created the Potentially Competitive Transaction, and/or (ii) enter into a binding agreement in which it agrees to reimburse and indemnify each Existing Party for any losses resulting directly from regulatory or governmental actions, including lost profit, penalties, required divestitures, and the cost of compliance with any regulatory or governmental requirements or divestiture demands. The Company’s authority to pursue any Potentially Competitive Transaction shall be subject to the Board’s receipt of the supporting documents described in Section 4.07(f) .

Potentially Competitive Transactions. If any Party (an “Investing Party”) pursues an investment opportunity or an ownership increase in respect of an existing investment in a market or country where another Party(ies) (each, an “Existing Party”) already has a direct or indirect interest or investment (a “Potentially Competitive Transaction”), and as a result of the Potentially Competitive Transaction, an Existing Party is required by any Governmental Entity to divest all or part of its existing investment, or otherwise suffer any negative competition, antitrust or other regulatory fines or penalties, then before the Investing Party completes the Potentially Competitive Transaction, the Investing Party must, in order of priority, either (a) cease to pursue the Potentially Competitive Transaction; or (b) (i) divest the acquired interest or investment that created the Potentially Competitive Transaction, and/or (ii) enter into a binding agreement in which it agrees to reimburse and indemnify each Existing Party for any losses resulting directly from regulatory or governmental actions, including lost profit, penalties, required divestitures, and the cost of compliance with any regulatory or governmental requirements or divestiture demands. The Company’s authority to pursue any Potentially Competitive Transaction shall be subject to the Board’s receipt of the supporting documents described in Section 4.07(f) ).