Indirect Interests Sample Clauses

Indirect Interests. For the purpose of determining the amount of an equity interest indirectly owned or held by a Covered Individual in an entity: • A Covered Individual’s indirect equity interest by value (i.e., economic interest that may or may not include voting rights) shall be calculated on a proportional basis, taking into account any partial ownership of the relevant entity’s parents. • For example, if a Government Official owns 25 percent of the economic interest in Company A, and Company A owns 40 percent of the outstanding amount of a class of voting securities of Company B, the Government Official is deemed to own 10 percent of the class of voting securities of Company B. For the purpose of determining the amount of an equity interest indirectly controlled by a Covered Individual in an entity: • A Covered Individual shall be deemed to indirectly control an equity interest in an entity if he or she controls, directly or indirectly, the entity that owns or holds the equity interest. • An individual or entity shall be deemed to control another entity only when the individual or entity owns or holds a majority of the voting interest in such entity, or is, or holds a majority of the voting interest in, the general partner of such entity. • For example, if a Government Official owns a 51 percent voting interest in Company A, which owns a 51 percent voting interest in Company B, which owns 20 percent of the equity interests of Company C, the Government Official shall be deemed to control 20 percent of the equity interests of Company C.

Indirect Interests. No Seller or Seller Affiliate owns, or since January 1, 2011 has owned, of record or as a beneficial owner, an Equity Interest of or any other financial or profit interest in, a Person that (i) since that date has had business dealings with or a material financial interest in any transaction with any Acquired Company, other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) at any time since that date has been a Competitive Enterprise (as defined in Section 6.1), other than (A) ownership that would be permitted after the Closing under the conditions in Section 6.1(b) and (B) as identified in Section 3.31(b) of the Company Disclosure Schedule..