Company Retained Business definition

Company Retained Business means the businesses, operations and activities of the Company and its Subsidiaries as conducted at any time prior to the Effective Time, other than the SpinCo Business and the business, operations and activities primarily related to the SpinCo Assets.
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Company Retained Business means the Mississippi Business described in the Recitals and any other business or operation of Company or its subsidiaries which is, pursuant to the Distribution Agreement, to be conducted by Company following the Distribution.
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Company Retained Business means the operations, assets and liabilities to be retained by Company and its Subsidiaries following the Company Distribution, as set forth in the Company Distribution Agreement.
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Examples of Company Retained Business in a sentence

  • Each of Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualifications or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Material Adverse Effect with respect to Company or the Company Retained Business.

  • In calculating this fair value, a Monte Carlo simulation model was utilised over several thousand simulations to predict the share price at each vesting test date and whether the 10% hurdle would be satisfied, with the resultant values discounted back to the grant date.

  • Company and its Subsidiaries are in compliance with all Applicable Laws, except for such noncompliance which, individually or in the aggregate, would not have Material Adverse Effect with respect to Company or the Company Retained Business.

  • The Company Retained Business Financial Statements have been derived from Company's financial statements, and prepared in accordance with the principles set forth in the notes thereto.

  • In each case, the elements of the Total Debt of Company shall be (i) set forth in accordance with generally accepted accounting principles, applied on a basis consistent with that used by Company in preparing the Company Retained Business Balance Sheet and (ii) pro forma for the Company Distribution (i.e., shall reflect the elements of the Total Debt of Company as if the Company Distribution had already occurred).

  • There are no investigations, suits, claims, actions or proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries with respect to the Company Retained Business or alleging any material violation by the Company of any such applicable Health Care Law.

  • The Leased Company Properties are the only properties used by the Company or any of its Subsidiaries in, or otherwise related to, the Company Retained Business as of the date of this Agreement, and subject to any permitted action pursuant to Section 6.01, as of the Closing Date.

  • Subsidiaries or in the notes, exhibits or schedules thereto or (ii) reasonably could be expected to have a Material Adverse Effect with respect to Company or the Company Retained Business.


More Definitions of Company Retained Business

Company Retained Business means the Company’s business involving researching, developing, manufacturing and commercializing pharmaceuticals and other products for the diagnosis, treatment, management or prevention of human immunodeficiency virus (commonly known as “HIV”).
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Company Retained Business means the operations, assets and liabilities to be retained by Company and its Subsidiaries following the Company Distribution, as set forth in the Company Distribution Agreement. "COMPANY RETAINED BUSINESS BALANCE SHEET" shall have the meaning set forth in Section 4.19(a). "COMPANY RETAINED BUSINESS FINANCIAL STATEMENTS" shall have the meaning set forth in Section 4.19(a). "COMPANY RETAINED BUSINESS INCOME STATEMENT" shall have the meaning set forth in Section 4.19(a). "COMPANY SEC DOCUMENTS" shall have the meaning set forth in Section 4.7(a). "COMPANY SHAREHOLDER APPROVAL" shall have the meaning set forth in Section 4.4(a). "COMPANY SHAREHOLDERS MEETING" shall have the meaning set forth in Section 7.1(d). "COMPANY STOCK OPTIONS" shall have the meaning set forth in Section 4.3. "COMPANY STOCK PLANS" shall have the meaning set forth in Section 4.3. "COMPANY VALUATION FACTOR" shall have the meaning set forth in Section 3.1(c)(i)(A). "COMPANY'S 1997 10-K" shall mean Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1997. "COMPANY'S 1998 PROXY" shall mean Company's Proxy Statement dated March 27, 1998. "CONFIDENTIALITY AGREEMENT" shall have the meaning set forth in Section 6.3. "CONTAMINATION" shall mean the introduction into the environment (including the land, surface water and ground water underlying or in proximity to any Real Property and the ambient air above or in the proximity of any Real Property) of any contaminant, pollutant or other toxic or hazardous substance or waste as those terms are defined in applicable Environmental Laws (whether or not upon the Real Property or other property used by Company or any of its Subsidiaries and whether or not such pollution, when it occurred, violated any Environmental Law) as a result of any actual or threatened spill, discharge, leak, emission, escape, injection, dumping or release of any kind of any substance, in violation of any Environmental Law, or as a result of which Company or any of its Subsidiaries has or is reasonably likely to become liable to any Person or entity or by reason of which the Real Property or any other assets of Company or any of its Subsidiaries is reasonably likely to suffer or be subjected to any Encumbrance or claim. "DETERMINATION DATE" shall have the meaning set forth in Section 3.1(c)(i)(A)(1)(ii). "DISSENTING SHARES" shall have the meaning set forth in Section 3.2(k). "DISTRIBUTION AGREEMENTS" shall mean collectively, the Hilton Distribution Agreement...
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Related to Company Retained Business

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Minority or Women-Owned Business Enterprise means a business enterprise, including a sole proprietorship, partnership or corporation that is:

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • Excluded Businesses has the meaning set forth in Schedule 1.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Disabled Business Enterprise means a business owned by a person with a disability that is a continuing, independent, for-profit business that performs a commercially useful function, and is at least fifty-one (51%) owned and controlled by one (1) or more persons with a disability, or, in the case of any publicly-owned business, at least fifty one percent (51%) of the stock of which is owned and controlled by one(1) or more persons with a disability and whose management and daily business operations are under the control of one (1) or more persons with a disability.

  • Excluded Business means a Business excluded from application for an Inter- Community Business Licence and includes those Businesses referred to in Schedule A attached hereto and forming part of this bylaw.

  • Qualified business means a for-profit business that obtains services relating to that business from 30 or fewer employees or employees of independent contractors performing services substantially similar to employees during a random week in the year ending on the tax day. If a person is a unified business group as that term is defined in section 117 of the Michigan business tax act, 2007 PA 36, MCL 208.1117, the number of employees from whom services are obtained includes all employees of the unitary business group and employees of independent contractors of the unitary business group rendering services to the qualified business.

  • Women Business Enterprise (WBE) as used in this policy means a business enterprise that meets all of the following criteria:

  • Company Business means the business of the Company as presently conducted.

  • Women Owned Business Enterprise or "WBE" means a firm awarded certification as a women owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a women owned business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • Group Business Entity means;

  • Disadvantaged Business Enterprise (DBE) means a small business concern pursuant to ORS 200.005(1), which is at least 51 percent owned by one or more socially and economically disadvantaged individuals, or, in the case of any corporation, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals and whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it.

  • Minority Owned Business Enterprise or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • minority business enterprise means any small contractor or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise, and (3) who are members of a minority, as such term is defined in subsection (a) of Connecticut General Statutes § 32-9n; and

  • MINORITY BUSINESS ENTERPRISE (MBE means an individual, partnership, corporation or joint venture of any kind that is owned and controlled by U. S. Citizens and residents of Ohio, who are and have held themselves out as members of the following socially and economically disadvantaged groups: Blacks, American Indians, Hispanics and Asians. Only businesses certified by the State of Ohio Equal Opportunity Division in accordance with Section 123.151 of the Ohio Revised Code shall be recognized as being MBE certified within the purpose of this invitation.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Separate Business means each of the activities of the Licensee connected

  • Home-based business means an accessory use to an authorised residential use in which one or more residents carry on a business, and for greater certainty, includes a bed and breakfast, but does not include child care.

  • Female owned business means a business concern which is at least 51% owned by one or more women, or, in the case of a corporation, at least 51% of the stock in which is owned by one or more women; and the management and daily business operations of which are controlled by one or more of the women who own it.

  • City-based business means a person who (i) conducts meaningful day-to-day business operations at a facility located within the city and reports such facility to the Internal Revenue Service as a place of employment for the majority of its regular, full-time workforce; (ii) holds any appropriate city license; and (iii) is subject to applicable city taxes.

  • Disadvantaged Business Enterprise means a for-profit small business concern that is at least 51% owned by one or more individuals who are both socially and economically disadvantaged individuals or, in the case of a corporation, in which 51% of the stock is owned by one or more such individuals; and whose management and daily business operations are controlled by one or more socially and economically disadvantaged individuals who own it.

  • Alarm business means the business by any individual, partnership, corporation, or other entity of selling, leasing, maintaining, servicing, repairing, altering, replacing, moving or installing any alarm system or causing to be sold, leased, maintained, serviced, repaired, altered, replaced, moved or installed any alarm system in or on any building, structure or facility.