Acquisitions of or Controlling Investments in Predominantly Non-Competing Businesses Sample Clauses

Acquisitions of or Controlling Investments in Predominantly Non-Competing Businesses. In the event either Parent or any of its other Parent Entities directly or indirectly makes a Permitted Predominantly Non-Competing Acquisition resulting in such Parent and its other Parent Entities directly or indirectly owning in the aggregate interests representing 50% or more of the outstanding voting power of such Predominantly Non-Competing Business (or acquiring interests representing less than 50% of the voting power thereof and obtaining effective control thereof), such Parent shall provide written notice to the Company and the other Parent, with reasonable promptness and in any event within ten Business Days, after such acquisition and (i) if the Competing Business of such Predominantly Non-Competing Business is reasonably capable of being separated from the other business of such Target, such Parent and its other Parent Entities shall promptly, but no later than 30 days following the closing of such Predominantly Non-Competing Acquisition, make a written offer to sell or contribute the Competing Business of the Target to the Company at a price in cash equal to the value reasonably attributed to the Competing Business by such Parent in good faith in the acquisition and otherwise on terms reasonably acceptable to such Parent and the Company or (ii) if the Competing Business of such Target is not reasonably capable of being so separated, such Parent and its other Parent Entities shall offer to enter into commercial arrangements related to the Competing Business designed to provide the Company with as much of the economic benefits of the operation of the Competing Business as is reasonably practicable at a price equal to the value reasonably attributed to the Competing Business by such Parent in good faith in the acquisition and otherwise on terms reasonably acceptable to such Parent and the Company (it being understood that the parties agree this would include at a minimum using the Company as a licensing and calculation agent). If, despite compliance by such Parent and its other Parent Entities with the terms of this clause (d), within 180 days after the notice specified above, (A) the Board of Directors does not elect to have the Company pursue such offer or arrangements or (B) such Parent and the Company are unable to agree on implementation of any such offer or commercial arrangements with respect to the Competing Business, the ownership of the interests in such Target acquired in the Permitted Predominantly Non-Competing Acquisition and the op...
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Related to Acquisitions of or Controlling Investments in Predominantly Non-Competing Businesses

  • Limitation on Business Activities The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

  • 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.

  • Permitted Business The Facility Lessee shall not engage in any business or activities other than the lease, operation, maintenance and marketing and sale of the output, fuel or other products from, or relating or incidental to, the Facility leased by the Facility Lessee. Notwithstanding any of the foregoing the Facility Lessee may not change the nature of its business.

  • Restricted Business For all purposes under this Agreement, “Restricted Business” shall mean the design, development, marketing or sales of software, or any other process, system, product, or service marketed, sold or under development by the Company at the time Executive’s Employment with the Company ends.

  • 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:

  • 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.

  • Other Business Activities of the Note Holders Each Note Holder acknowledges that each other Note Holder or its Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

  • Restrictions on Business Activities There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any Company Subsidiary or to which the Company or any Company Subsidiary is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice material to the Company or any Company Subsidiary, any acquisition of property by the Company or any Company Subsidiary or the conduct of business by the Company or any Company Subsidiary as currently conducted.

  • Permitted Businesses The business of the Company shall be:

  • 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.

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