Common use of Anti-corruption law Clause in Contracts

Anti-corruption law. (a) None of the Company, any Subsidiary and any of its directors, officers, or to the knowledge of the Company, employees, agents or representatives (in each case, acting in their capacities as such) have in the last five (5) years, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), (i) violated any Anti-Corruption Law or (ii) offered, given, promised to give or authorized the giving of money or anything of value, to any Government Official or to any other Person: (A) for the purpose of (I) corruptly or improperly influencing any act or decision of any Government Official in their official capacity, (II) inducing any Government Official to do or omit to do any act in violation of their lawful duties, (III) securing any improper advantage or (IV) inducing any Government Official to use his or her respective influence with a Governmental Entity to affect any act or decision of such Governmental Entity in order to, in each case of clauses (I) through (IV), assist the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any Person or (B) in violation of any Anti-Corruption Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Workday, Inc.)

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Anti-corruption law. (a) None Since the Prior Transaction Date, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Subsidiary and any of its their respective directors, officers, or to the knowledge of the Company, employees, agents or representatives (in each case, acting in their capacities as such) have in the last five (5) yearshas, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third partyThird Party), (i) violated any Anti-Corruption Law or (ii) offered, given, promised to give or authorized the giving of money or anything of value, to any Government Official or to any other Person: (A) for the purpose of (I) corruptly or improperly influencing any act or decision of any Government Official in their official capacity, (II) inducing any Government Official to do or omit to do any act in violation of their lawful duties, (III) securing any improper advantage or (IV) inducing any Government Official to use his or her respective influence with a Governmental Entity to affect any act or decision of such Governmental Entity in order to, in each case of clauses (I) through (IV), assist the Company or any Subsidiary its Subsidiaries in obtaining or retaining business for or with, or directing business to, any Person or (B) in violation a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in, extortion, kickbacks or other unlawful or improper means of obtaining business or any Anti-Corruption Lawimproper advantage.

Appears in 1 contract

Samples: Share Purchase Agreement (Nvidia Corp)

Anti-corruption law. (a) None of the Company, any Subsidiary and any of its respective directors, officers, or to the knowledge of the Company, employees, agents or representatives (in each case, acting in their capacities as such) have in have, since the last five (5) yearsinception of the Company or any Subsidiary, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), (i) violated any Anti-Corruption Law or (ii) offered, given, promised to give or authorized the giving of money or anything of value, to any Government Official or to any other Person: (A) for the purpose of (I) corruptly or improperly influencing any act or decision of any Government Official in their official capacity, (II) inducing any Government Official to do or omit to do any act in violation of their lawful duties, (III) securing any improper advantage or (IV) inducing any Government Official to use his or her respective influence with a Governmental Entity to affect any act or decision of such Governmental Entity in order to, in each case of clauses (I) through (IV), assist the Company or any Subsidiary in obtaining or retaining business for or with, or directing business to, any Person or (B) in violation a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in, extortion, kickbacks or other unlawful or improper means of obtaining business or any Anti-Corruption Lawimproper advantage.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rocket Fuel Inc.)

Anti-corruption law. (a) None Neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any Subsidiary and any of its their directors, officers, or to the knowledge of the Company, employees, agents or representatives (in each case, acting in their capacities as such) have in has, since the last five (5) yearsinception of the Company or such Subsidiary, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), (i) violated any Anti-Corruption Law or (ii) offered, given, promised to give or authorized the giving of money or anything of value, to any Government Official or to any other Person: (A) for the purpose of (I1) corruptly or improperly influencing any act or decision of any Government Official in their official capacity, (II2) inducing any Government Official to do or omit to do any act in violation of their lawful duties, (III3) securing any improper advantage or advantage, (IV4) inducing any Government Official to use his or her respective influence with a Governmental Entity Authority to affect any act or decision of such Governmental Entity Authority in order to, in each case of clauses (I1) through (IV4), assist the Company or any such Subsidiary in obtaining or retaining business for or with, or directing business to, any Person or (B) in violation a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any Anti-Corruption Lawimproper advantage.

Appears in 1 contract

Samples: Acquisition Agreement (Avalanche Biotechnologies, Inc.)

Anti-corruption law. (a) None of the Company, any Subsidiary and of the Company Subsidiaries, or any of its or their directors, officers, or to the knowledge of the Company, employees, agents or representatives (in each case, acting in their capacities as such) have in has, since the last five (5) yearsinception of the Company or such Company Subsidiary, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), (i) violated any Anti-Corruption Law or (ii) offered, given, promised to give or authorized the giving of money or anything of value, to any Government Official or to any other Person: (A1) for the purpose of (I) corruptly or improperly influencing any act or decision of any Government Official in their official capacity, (II) inducing any Government Official to do or omit to do any act in violation of their lawful duties, (III) securing any improper advantage or (IV) inducing any Government Official to use his or her respective influence with a Governmental Entity to affect any act or decision of such Governmental Entity in order to, in each case of clauses (I) through (IV), assist the Company or any Subsidiary of the Company Subsidiaries in obtaining or retaining business for or with, or directing business to, any Person or (B2) in violation a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in, extortion, kickbacks or other unlawful or improper means of obtaining business or any Anti-Corruption Lawimproper advantage.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Soundhound Ai, Inc.)

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Anti-corruption law. (a) None Neither the Company nor any of the CompanySubsidiaries nor, any Subsidiary and in each case, any of its directors, officers, or to the knowledge of the Company, employees, agents or representatives (in each case, acting in their capacities as such) have in the last five (5) yearshas, since January 1, 2016, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), (i) violated any Anti-Corruption Law or (ii) offered, given, promised to give or authorized the giving of money or anything of value, to any Government Official or to any other Person: (A) for the purpose of (I) corruptly or improperly influencing any act or decision of any Government Official in their official capacity, (II) inducing any Government Official to do or omit to do any act in violation of their lawful duties, (III) securing any improper advantage or (IV) inducing any Government Official to use his or her respective influence with a Governmental Entity to affect any act or decision of such Governmental Entity in order to, in each case of clauses (I) through (IV), assist the Company or any Subsidiary the Subsidiaries in obtaining or retaining business for or with, or directing business to, any Person or (B) in violation a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in, extortion, kickbacks or other unlawful or improper means of obtaining business or any Anti-Corruption Lawimproper advantage.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Etsy Inc)

Anti-corruption law. (a) None of the Company, any the Subsidiary and or any of its their directors, officers, or to the knowledge of the Company, employees, agents or representatives (in each case, acting in their capacities as such) have in has, since the last five (5) yearsinception of the Company or the Subsidiary, as applicable, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), (i) violated any Anti-Corruption Law or (ii) offered, given, promised to give or authorized the giving of money or anything of value, to any Government Official or to any other Person: (A) for the purpose of (I) corruptly or improperly influencing any act or decision of any Government Official in their official capacity, (II) inducing any Government Official to do or omit to do any act in violation of their lawful duties, (III) securing any improper advantage or (IV) inducing any Government Official to use his or her respective influence with a Governmental Entity to affect any act or decision of such Governmental Entity in order to, in each case of clauses (I) through (IV), assist the Company or any the Subsidiary in obtaining or retaining business for or with, or directing business to, any Person or (B) in violation a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in, extortion, kickbacks or other unlawful or improper means of obtaining business or any Anti-Corruption Lawimproper advantage.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Plan of Reorganization (Ouster, Inc.)

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