Competitively Sensitive Agreement definition
Competitively Sensitive Agreement means any agreement for use of the Company’s or any Company Subsidiary’s products or services which, as the CEO determines in good faith and relying upon written opinion of counsel (a copy of which shall be provided to the Board pursuant to Section 8.16) (the “Opinion”), (A) was negotiated on an arm’s-length basis, (B) may not be shared under applicable antitrust laws or regulations with representatives of actual or potential competitors of the counterparty who are either Directors, Alternate Directors or Board Observers and (C) includes material terms which cannot reasonably be shared with the Board (after giving effect to any proposed Director recusals) in a manner that does not reveal any competitively or commercially sensitive information, the disclosure of which would be prohibited under applicable antitrust laws or regulations; provided, that the Board shall have the right to appoint outside counsel, at the Company’s sole expense, to review and confirm the conclusions of the Company’s counsel with respect to the determination under (B) and (C).
Examples of Competitively Sensitive Agreement in a sentence
The Company may not enter into any Competitively Sensitive Agreement, unless the CEO notifies the Board in writing, which notice shall be delivered to the Board together with the Opinion, prior to entering into a Competitively Sensitive Agreement (and any amendment thereof) identifying the parties to such agreement and the general subject matter of such agreement.