Business Competitor means any person or entity that is not a “USATF Sponsor” and who produces, provides, markets, or distributes, directly or indirectly, products and/or services in one or more “Protected Categories” as these terms are defined below.
Business Competitor shall have the meaning set forth in Section 6.9.
Business Competitor means any Person that derived more than 40% of its consolidated gross revenues from Competing Businesses during the four fiscal quarters prior to the Seller Parent, Other Sellers, Seller or any of their Subsidiaries’ entering into an agreement providing for the investment in or acquisition of such Person, for which financial statements are available. Notwithstanding the foregoing, none of the Seller Parent, Other Sellers, Seller or any of their Subsidiaries shall be precluded from: (a) engaging in those businesses that are engaged in as of the date of the Closing through the Retained Business, and reasonably expected or foreseeable extensions of those businesses and the products manufactured or sold, and the services developed or provided in connection therewith; (b) acquiring, merging with or consolidating with an entity which, at the time of the parties’ agreement to enter into such transaction is not a Business Competitor and extensions of any business of such entity or its Subsidiaries; (c) being acquired by means of any business combination (including an asset purchase, merger or consolidation) by any Person; (d) engaging in any merger, consolidation or any other business combination with any Person not subject to clause (c) if the stockholders of the Seller Parent, Other Sellers or Seller immediately prior to consummation of such transaction will own 50% or less of the outstanding common stock of the resulting or surviving entity (or the parent thereof); (e) the development, manufacture, supply, distribution, sale, support and maintenance of Storage Products as a component of a product sold by, or incidental to, a Retained Business, a reasonably expected or foreseeable extension of a Retained Business, or any other business of the Other Sellers, Seller or their Subsidiaries that is not itself a violation of Section 6.9; or (f) engaging in any Competing Business engaged in by the Other Sellers, Seller or their Subsidiaries as a result of any transaction contemplated by clause (b) or (d) and any extensions of such Competing Business. Following any acquisition as described in the foregoing clause (c), the provisions of this Section 6.9 shall continue to apply solely to Seller Parent, Seller and their Subsidiaries, and not to any other Affiliates of Seller. Notwithstanding the foregoing, the provisions of this Section 6.9 shall not restrict the Seller Parent, Other Sellers and Seller or any of their Subsidiaries from acquiring and operating any Business ...
Examples of Business Competitor in a sentence
Any financial institution having branches or affiliates in Greenville County, South Carolina, shall be presumed to be a Business Competitor unless the Board of Directors determines otherwise.
Any financial institution having branches or affiliates within the counties in which we operate, shall be presumed to be a Business Competitor unless the Board of Directors determines otherwise.
Any financial institution having branches or affiliates in Beaufort County, South Carolina, shall be presumed to be a Business Competitor unless the Board of Directors determines otherwise.
Acceptance of discrimination technology (that is, not digging part of a prioritized geophysical target list) ultimately requires a cost/risk evaluation by the regulatory agencies.
Any financial institution having branches or affiliates within any state in which the Corporation or any of its subsidiaries operates or having (together with its affiliates) total assets or total deposits exceeding $500 million shall be presumed to be a Business Competitor unless the Board of Directors determines otherwise.
More Definitions of Business Competitor
Business Competitor means a Lodging Competitor, Distribution Competitor or Vacation Ownership Competitor.
Business Competitor means any Person other than the Company and its Subsidiaries that is engaged in Business activities.
Business Competitor means any Person that derived more than 10% of its consolidated gross revenues from Competing Businesses during its current fiscal year or any of its preceding fiscal year. Notwithstanding the foregoing, the provisions of this Section 6.12 shall not restrict any of Seller or any of its Subsidiaries from: (a) engaging in those businesses that it is engaged in as of the date of this Agreement, other than the Business; (b) acquiring, merging with or consolidating with any Person which, at the time of the parties’ agreement to enter into such transaction is not a Business Competitor (subject to the provisions hereof); (c) (i) being acquired by means of any business combination (including an asset purchase, merger or consolidation) by any Person, in which event the covenants in this Section 6.12 shall automatically terminate upon the consummation of such transaction and be of no further force and effect, or (ii) divesting any business of Seller or its Subsidiaries (whether by way of asset purchase or otherwise); (d) engaging in any merger, consolidation or any other business combination with any Person not subject to clause (b) if the stockholders of Seller immediately prior to consummation of such transaction will own 50% or less of the outstanding common stock of the resulting or surviving entity (or the parent thereof); (e) providing any post-Closing services to Purchaser or its Subsidiaries pursuant to this Agreement, the Transition Services Agreement or any other agreement or instrument entered into in connection therewith; or (f) acquiring and operating any Business Competitor so long as Seller or such Subsidiary divests all or substantially all of the Competing Business, as conducted by such Business Competitor, within one year following the closing of such transaction, or to the extent such divestiture is not consummated within such one year period, Seller shall substantially cease operations by no later than the end of such one year period and shall further wind-up or cease all operations thereof within 455 days following such transaction.
Business Competitor means that part of any Person engaged, directly or indirectly, in a Competing Business.
Business Competitor means any Person that derived more than $50,000,000 from a Competing Business during the four fiscal quarters prior to Parent or the Company, or any of their respective Subsidiaries, entering into an agreement providing for the investment in or acquisition of such Person, and (ii) “Competing Business” shall mean the business that designs, develops, manufactures, markets, sells, installs or distributes products or provides services in competition with the Business (as conducted as of the Closing) or, following the closing of the sale of the Other Verticals or Vistio, if applicable, in competition with the Other Verticals or Vistio (in each case as conducted as of the closing of such additional acquisitions), as applicable.
Business Competitor means any Person that derived more than 30% of its consolidated revenues from a Competing Business during the four most recent complete fiscal quarters for which financial statements are available immediately prior to the time that the Seller or any of its Affiliates enter into an agreement providing for the acquisition of all or any portion of the equity interests or assets of, or merger or consolidation with, such Person.
Business Competitor means any Person that derived more than 10% of its consolidated gross revenues from Competing Businesses during the four fiscal quarters prior to the Seller Parties or any of their Subsidiaries entering into an agreement providing for the investment in or acquisition of such Person, for which financial statements are available. Notwithstanding the foregoing, the provisions of this Section 1 shall not restrict the Seller Parties or any of their Subsidiaries from: (x) acquiring and operating any Business Competitor so long as (A) the Seller Parties or such Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within twelve (12) months of such transaction such that an acquisition by the Seller Party or such Subsidiary of the retained portion of the Competing Business would be permissible under the terms of the foregoing clause “(ii)”; and (B) while owned, the Seller Parties and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or Licensed Business Intellectual Property Rights held by the Seller Parties or their Subsidiaries prior to the date of such acquisition; (y) owning, directly or indirectly, solely as an investment, securities of any Person traded on a national securities exchange, provided that no Seller Party or any of its Affiliates (1) is a controlling Person or member of a group that controls such Person and (2) directly or indirectly owns more than ten percent (10%) or more of the voting securities of such Person, or (z) continuing to operate existing lines of business, other than the Business.