Operationally Autonomous definition
Operationally Autonomous means that, from and after the Effective Time, Parent shall (i) cause the Surviving Corporation to maintain, in all material respects, its existence as a distinct operating entity apart from the other Affiliates of Parent, including maintaining for the Surviving Corporation a separate income statement, (ii) allow the Surviving Corporation to make employment decisions that are reasonable and in the best interests of the Business, (iii) allow capital investments that are approved in accordance with the Parent’s capital approval process, (iv) subject to (v) below, allow the Surviving Corporation to enter into customer agreements so long as such contracts meet risk tolerances as established by the Parent and (v) allow the Surviving Corporation to enter into customer agreements so long as such contracts, on a pro forma basis, generate at least 10% gross margins, whereby gross margin is defined as gross profit divided by revenue, as calculated in accordance with GAAP; provided, however, part (v) of this Section 4.3 shall not apply to a transaction or a series of related transactions that have a pro forma revenue amount of less than of $1 million or that otherwise have been pre-approved, in writing, by Parent.