Business Affiliate definition

Business Affiliate means the Company or any Subsidiary or Affiliate of the Company; provided that notwithstanding the foregoing, companies which are deemed to be Affiliates solely due to the control of such entity by a shareholder of the Company (including portfolio companies in which a shareholder of the Company holds an investment) shall not be deemed to be Affiliates of the Company.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Business Affiliate means any Person with whom a director has (or is negotiating to have) one or more of the following relationships: direct or indirect holder of five percent (5%) or more of the beneficial interest, or direct or indirect holder of five percent (5%) or more of the voting common power or control. “Business Affiliate” of any director shall also include any Person (and any Person “Acting in Concert” with such Person) that nominated, or sought the nomination of, the director to the Board of Directors. A Person shall be deemed to be “Acting in Concert” with another Person for purposes of this Code if such Person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal relating to the management, governance or control of the Corporation in parallel with, such other Person where (A) each Person is conscious of the other Person’s conduct or intent and this awareness is an element in their decision-making processes and (B) at least one additional factor suggests that such Persons intend to act in concert or in parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions, or making or soliciting invitations to act in concert or in parallel; provided, that a Person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such other Person in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A. A Person deemed to be Acting in Concert with another Person shall be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other Person.

Business Affiliate means any affiliate of the Company (including Tyco and its subsidiaries) now or hereafter engaged in the Business.

Examples of Business Affiliate in a sentence

• This Agreement shall inure to the benefit of, and shall be enforceable by, the Company, any Business Affiliate and their respective successors and assigns.

• The obligations of Shareholder under this Agreement are in addition to, and not in derogation of, any other obligations or duties that Shareholder may have or owe towards the Company or any Business Affiliate, including, without limitation, pursuant to any employment agreement or arrangement or by law as a present or former officer and/or director of the Company.

• Waiver by the Company or any Business Affiliate of any breach or default by Shareholder of any term or provision of this Agreement shall not operate as a waiver of any other breach or default.

• Each contract, agreement or arrangement between any of Seller or any affiliate of Seller, existing as of the date of this Agreement and relating to the Business ("Affiliate Agreements") is described as set forth on Schedule 6(p) annexed hereto, and all such Affiliate Agreements will be terminated effective as of the close of business on the Closing Date except as set forth on Schedule 6(p).

• The failure of the Company or any Business Affiliate to enforce any of its terms, provisions or covenants shall not be construed as a waiver of the same or of the right of the Company or such Business Affiliate to enforce the same.

More Definitions of Business Affiliate

Business Affiliate means any employee, officer, director, agent, consultant, representative, contractor, supplier, distributor, franchisee or other business contact of the Franchisor.

Business Affiliate means any parent, subsidiary, sister company, contractor, subcontractor, or other affiliate of a subject Business.

Business Affiliate means any Person with whom a director has (or is negotiating to have) one or more of the following relationships: director, trustee, fiduciary, officer, partner or employee, direct or indirect holder of five percent (5%) or more of the beneficial interest or direct or indirect holder of five percent (5%) or more of the voting common power or control.

Business Affiliate means an Affiliate of CECity that operates the Business after the Closing, but with respect to any such Affiliate and the reference to such Affiliate in Section 6.8 and Section 6.9, only to the extent that such Affiliate is involved in operating the Business, and not to the extent of any other business of such Affiliate.

Business Affiliate means, with respect to a Board Member, a Person that controls, is controlled by, or is under common control with the Board Member

Business Affiliate has the meaning set forth in Section 6.11.

Business Affiliate means any Affiliate of the Company or the Transferred Subsidiaries (other than the Company and the Transferred Subsidiaries) that (a) operates any part of the Business as of the date hereof or (b) owns or holds any asset or right, or that has any liabilities or obligations, or that employs any employees or other personnel that primarily pertain to the Business, and that will transfer, or cause to be transferred, any such assets, rights, liabilities, obligations, employees or other personnel to the Company or the Transferred Subsidiaries pursuant to the Pre-Closing Reorganization.