Acquisitions of or Controlling Investments in Predominantly Competing Business Sample Clauses

Acquisitions of or Controlling Investments in Predominantly Competing Business. If either Parent or any of its other Parent Entities wishes to directly or indirectly acquire interests in a Predominantly Competing Business representing 50% or more of the voting power thereof (or to acquire interests representing less than 50% of the voting power thereof and obtain effective control thereof), (i) such Parent shall provide a Proposed Non-Compete Acquisition Notice, with reasonable promptness, to the Company and the other Parent with respect to such potential acquisition and (ii) such potential acquisition shall only be conducted through the Company; provided that such Person may pursue and make such potential acquisition if (A) the Board of Directors does not deliver written notice thereof electing to have the Company pursue the potential acquisition within 30 days after receipt of the Proposed Non-Compete Acquisition Notice from such Parent, (B) at any point after making an election to pursue such potential acquisition, the Company delivers a written notice to such Parent stating that the Company no longer wishes to pursue such potential acquisition, or (C) the Company does not (1) enter into a definitive agreement providing for such potential acquisition within 90 days after receipt of the Proposed Non-Compete Acquisition Notice, which period shall be extended up to an additional 270 days so long as the Company and the potential counterparty are making a good faith effort to enter into such agreement or (2) consummate such acquisition within 180 days after entering into the definitive agreement providing for such acquisition, which period shall be extended up to an additional 180 days if all other conditions to consummating such acquisition have been satisfied (or are capable of being satisfied) and such extension is required to obtain any required governmental approval necessary to consummate such acquisition and the parties to such acquisition continue to use efforts in a manner consistent with the definitive agreement providing for such acquisition to consummate such acquisition as promptly as reasonably practicable; provided, further, that neither Parent nor any other of its other Parent Entities may directly or indirectly make such acquisition at a price that is less than 95% of the price, or otherwise on terms that are materially more favorable in the aggregate to such Parent Entity than the terms, specified in the Proposed Non-Compete Acquisition Notice for such acquisition (or if the Proposed Non-Compete Acquisition Notice for ...
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Related to Acquisitions of or Controlling Investments in Predominantly Competing Business

  • Competitive Business Activities The term "Competitive Business Activities" as used herein shall be deemed to mean the Business.

  • Separate Business CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

  • Permitted Activities The Executive shall devote his entire business time, attention and energies to the Business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Competing Business “Competing Business” means any depository, wealth management or trust business company or holding company thereof (including without limitation, any start-up bank or bank in formation) operating anywhere within the Covered Area.

  • Competitive Activities For purposes of the Agreement, to which this Exhibit B is attached, “Competitive Activities” means any activities relating to products or services of the same or similar type as the products or services (1) which were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and (2) for which you have any direct or indirect responsibility or any involvement to plan, develop, manage, market, sell, oversee, support, implement or perform, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company.

  • Competing Interests Neither the Selling Persons, nor any director, manager, officer or management-level employee of Sellers, nor any Affiliate of the Selling Persons (each, a “Related Party”): (a) owns, directly or indirectly, an interest in any Person that is a competitor, customer or supplier of Sellers (in respect of the Business) or that otherwise has material business dealings with Sellers (in respect of the Business); or (b) is a party to, or otherwise has any direct or indirect interest opposed to Sellers under, any Business Contract or other business relationship or arrangement.

  • Restricted Activities The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • Competitive Business The term “Competitive Business” means any person or entity that engages in any business activity that competes with the Company’s or an Affiliate’s or Subsidiary’s business in any way, in any geographic area in which the Company or an Affiliate or Subsidiary engages in business, including, without limitation, any state in the United States in which the Company or an Affiliate or Subsidiary sells or offers to sell its products from time to time.

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