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 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.
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.
Any financial institution having branches or affiliates in Horry County, South Carolina, or in Columbus County, North Carolina, shall be presumed to be a Business Competitor unless the Board of Directors determines otherwise.
As part of this process, the Parties will align on the allocation of Agent personnel primarily designated to perform the Services; and after receiving the written consent of LE, Agent may use any excess capacity of such designated personnel to perform the Services for non-LE projects, provided, however, that in no event shall the designated personnel be used for projects for any Business Competitor of LE.
More Definitions of Business Competitor
Business Competitor means a Lodging Competitor, Distribution Competitor or Vacation Ownership Competitor.
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 25% of its consolidated gross revenues from a Competing Business during the four fiscal quarters prior to Seller or any of its 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 in competition with the Business (as conducted as of the Closing).
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 $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 whose revenues, together with that of its Affiliates, from businesses directly competitive with the LLP during the preceding twelve months exceed $250 million; (Y) “Financial Affiliate” shall mean any bank, investment company, insurance company, pension, hedge or other investment fund or other financial institution that implements appropriate information screening procedures reasonably
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.