TMP Business definition

TMP Business means the businesses (other than the HHGI Business) that, after giving effect to the Corporate Restructuring Transactions, are or were conducted by (i) the TMP Group, (ii) any other division, Subsidiary or investment of TMP, any TMP Subsidiary or any of the other members of the TMP Group managed or operated or in existence as of the date of this Agreement or any prior time, unless such other division, Subsidiary or investment is expressly included in the HHGI Group immediately after giving effect to the Corporate Restructuring Transactions, and (iii) any business entity acquired or established by or for TMP or any of its Subsidiaries between the date of this Agreement and the close of business on the Distribution Date that is engaged in, or intends to engage in, any business that is of a type or nature that would have resulted in such business being a Subsidiary included in, or an asset of, the TMP Group.
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TMP Business means the businesses (other than the Newco Business) that, after giving effect to the Corporate Restructuring Transactions, are or were conducted by (i) the TMP Group, (ii) any other division, Subsidiary or investment of TMP, any TMP Subsidiary or any of the other members of the TMP Group managed or operated or in existence as of the date of this Agreement or any prior time, unless such other division, Subsidiary or investment is expressly included in the Newco Group immediately after giving effect to the Corporate Restructuring Transactions, and (iii) any business entity acquired or established by or for TMP or any of its Subsidiaries between the date of this Agreement and the close of business on the Distribution Date that is engaged in, or intends to engage in, any business that is of a type or nature that would have resulted in such business being a Subsidiary included in, or an asset of, the TMP Group.
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Examples of TMP Business in a sentence

  • Prior to the Distribution Date, TMP and HHGI shall enter into, and/or where applicable shall cause such other members of their respective Groups to enter into, (i) the Ancillary Agreements and (ii) any other agreements in respect of the Corporate Restructuring Transactions and the Distribution as are reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby, so long as such agreements do not adversely affect the TMP Business (other than to a de minimis extent).

  • Subject to the provisions of Section 2.16 below, any agreement to which any party hereto (or any other member of such party's Group) is a party that inures to the benefit of both the TMP Business and the HHGI Business is hereby assigned in part so that each party (or such other member of such party's Group) is entitled to the rights and benefits inuring to its business under such agreement.

  • TMP and HHGI hereby agree that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided such modification, supplement or elimination (i) is necessary or appropriate to divide the existing businesses of TMP so that the HHGI Business shall be owned, directly or indirectly, by HHGI, and (ii) does not, individually or in the aggregate, adversely affect the TMP Business (other than to a de minimis extent).

  • On or prior to the Distribution Date, TMP and HHGI shall have consummated those other transactions in connection with the Corporate Restructuring Transactions and the Distribution that are contemplated by the Information Statement and not specifically referred to in Sections 2.01 through 2.07 above; PROVIDED, HOWEVER, that such other transactions do not, individually or in the aggregate, adversely affect the TMP Business (other than to a de minimis extent).

  • In no event shall HHGI utilize the subject matter of any Intellectual Property licensed under this Section 7.05(b) in the areas of the TMP Business or in a manner that is competitive with the TMP Business as such business is being conducted at the Distribution Date, or any related extensions or expansions thereof.

  • In no event shall HHGI utilize the subject matter of any Intellectual Property licensed under this Section 7.05(b) in the areas of the TMP Business or in a manner that is competitive with the TMP Business as such business is being conducted as of the Distribution Date, or any related extensions or expansions thereof.

  • On or prior to the Distribution Date, TMP and HHGI shall have consummated those other transactions in connection with the Corporate Restructuring Transactions and the Distribution that are contemplated by the Information Statement and not specifically referred to in Sections 2.01 through 2.07 above; provided, however, that such other transactions do not, individually or in the aggregate, adversely affect the TMP Business (other than to a de minimis extent).