Exceptions to Noncompetition by BAC or Affiliates Sample Clauses

Exceptions to Noncompetition by BAC or Affiliates. The ------------------------------------------------- restrictions contained in Section 2.1 shall not apply to the Base Businesses described in subsections (a), (b), and (c) of this Section 2.2: (a) Subject to subsections (b), (c) and (d) of this Section 2.2, the independent pursuit and acquisition (as opposed to the de novo commencement) by BAC or any Affiliate of a Base Business. (b) Any corporation, limited liability company, partnership or other entity (or all or substantially all of the assets of such entity) conducting a Base Business acquired directly or indirectly by BAC or an Affiliate (an "Acquired Base Business") that has annual net merchant fee revenue of less than 10% of BAMSI's annual net merchant fee revenue. For purposes of the preceding sentence, such annual net merchant fee revenue shall be determined with reference to the fiscal year of each such entity most recently ended. If such an Acquired Base Business with annual net merchant fee revenue of less than 10% of BAMSI's annual net merchant fee revenue shall experience net revenue growth such that its annual net merchant fee revenue shall equal or exceed 10% of BAMSI's annual net merchant fee revenue for any year, then BAC shall cause such Acquired Base Business to be offered to BAMSI for purchase at Fair Market Value. If any such Acquired Base Business shall be combined with or a part of a corporation, limited liability company, partnership or other entity conducting a business other than a Base Business, then BAC shall be obligated only to offer the portion of such business which conducts the Base Business to BAMSI. Any such offer shall be made to BAMSI no later than the end of the first fiscal quarter of the year immediately following the first fiscal year for which the determination of such annual net merchant fee revenue shall have been made, and BAMSI shall exercise its right to acquire such Acquired Base Business within three months after being so offered such business or BAC or any Affiliate shall thereafter be free to conduct such business irrespective of the terms and provisions of this Agreement. The determination of BAMSI to acquire or not acquire any such Acquired Base Business shall be made by the BAMSI Independent Directors. (c) Any other Acquired Base Business not covered by subsection (b) where BAMSI has been offered by BAC or an Affiliate the right to acquire such Acquired Base Business at Fair Market Value and the BAMSI Independent Directors shall not have determined t...
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Related to Exceptions to Noncompetition by BAC or Affiliates

  • RESTRICTION ON OUTSIDE EMPLOYMENT Unless otherwise specified by the Employer as being in an area that could represent a conflict of interest, employees shall not be restricted in engaging in other employment outside the hours they are required to work for the Employer.

  • Termination by Executive other than for Good Reason Executive’s employment may be terminated by Executive without further liability on the part of Executive (other than with respect to those provisions of this Agreement expressly surviving such termination) by written notice to the Board of Directors at least sixty (60) days prior to such termination; provided, however, the Company may waive the notice period and accelerate the termination date without converting the Termination by Executive into a Termination by the Company.

  • Termination by Executive with Good Reason Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days of Executives knowledge of occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right, and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

  • Waiver of Termination Rights The Employee waives any and all rights to compensation or damages as a result of a Termination, insofar as those rights result or may result from: (a) the loss or diminution in value of such rights or entitlements under the Program; or (b) the Employee ceasing to have rights, or ceasing to be entitled to any Awards under the Program as a result of such Termination.

  • Nonsolicitation of Protected Employees Executive understands and agrees that the relationship between the Company and each of its Protected Employees constitutes a valuable asset of the Company and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that during the Restricted Period, Executive shall not directly or indirectly on Executive’s own behalf or as a Principal or Representative of any Person or otherwise solicit or induce any Protected Employee to terminate his employment relationship with the Company or to enter into employment with any other Person.

  • Permitted Terminations The Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

  • Termination by the Company for Cause or by Executive Without Good Reason If the Company terminates the Executive’s employment for Cause or the Executive terminates his employment without Good Reason, the Executive shall have no rights or claims against the Company except to receive the payments and benefits described in Section 6(a).

  • Termination by Employee with Good Reason Employee may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth with reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the date immediately following the expiration of the thirty (30) day notice period, and Employee shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Employee’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following such termination of Employee’s employment by Employee with Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination by Executive without Good Reason The Executive may terminate his employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by the Executive under this Section 6(g), the Executive shall be entitled only to the Accrued Obligations. In the event of termination of the Executive’s employment under this Section 6(g), the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination and still have it treated as a termination without Good Reason.

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

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