Contemplated Business definition

Contemplated Business means any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securities.
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Contemplated Business means any Business with which the Company or any of its subsidiaries or affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, during the Term and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or affiliates on the one hand and such Business or any of its subsidiaries or affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the Term. Notwithstanding the foregoing, the restrictions of this Appendix I.1(a)(i) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix I.1 shall be construed as denying Executive the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securities. For the avoidance of doubt, this Appendix I.1(a) shall not apply if Executive’s employment with the Company terminates following the Automatic Expiration Date or on the Automatic Expiration Date solely as a result of the natural expiration of the Term.
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Contemplated Business is defined in the recitals.
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Examples of Contemplated Business in a sentence

  • Buyer acknowledges and agrees that (a) Buyer is fully capable of evaluating the adequacy and accuracy of the information and material obtained by Buyer in the course of such investigations, and (b) Buyer has not relied on Seller or Parent with respect to any matter in connection with Buyer’s evaluation of the Contemplated Business, the Purchased Assets, and the Assumed Liabilities, other than the representations and warranties of Seller specifically set forth in Section 4.

  • Save as disclosed in the Prospectus and the capital commitment in relation to the addition of property, plant and equipment as mentioned above of which both will be funded by the proceeds from the Company’s global offering, the Group did not have other future plans for material investments or capital assets as at 31 December 2019.

  • Except as licensed to the Company and its Subsidiaries under the Material Contracts set forth in Section 3.15(a)(2) of the Company Disclosure Letter, no Related Entities own any right, title or interest in or to any Intellectual Property or Data primarily related to, used or held for use in, or developed for, and in each case material to, the Business or Contemplated Business.

  • Unless otherwise consented to in writing by Seller, Buyer shall not, and shall cause its Affiliates not to, for a period of [*] following the Closing Date, destroy, alter or otherwise dispose of any of the books and records which relate to the Purchased Assets or the Contemplated Business without first offering in writing to surrender to Seller such books and records or any portion thereof which Buyer intends to destroy, alter or dispose of.

  • None of Parent, any of its Affiliates or any of their respective directors, officers or employees (a) is indebted to the Business, (b) is a party to any Contract or involved in any business arrangement or relationship with the Business (other than any employment or severance arrangements or other Employee Benefit Plan coverages entered into in the ordinary course of the Business), or (c) owns any property or right, tangible or intangible, which is used by the Contemplated Business.

  • That is precisely the subject matter of the Contemplated Business and the alleged partnership, R.89, 96-101, and the LOI is nowhere limited in scope to concerning only “the distribution of assets acquired pursuant to the [alleged] Partnership’s activities,” Pl. Rep.

  • In the context of the basic legislation one should note "Temporary Instructions on the Procedure for Conducting an Assessment of the Impact of Contemplated Business Activities on the Environment (AIE) in the Republic of Kazakhstan, RND 03.02.01-1993" of the Ministry of Ecology and Biological Resources of December 30, 1993.

  • It also stated that the parties had undertaken preliminary efforts in furtherance of the Contemplated Business, and that the parties “desire[d]” to “set out the nature of ownership in” that endeavor, yet it still made no mention of any existing agreement among them.

  • Transferor shall not file or pursue any of the applications or approvals described on Schedule 5.3(ii) hereto with respect to the Properties or the Retained Property if it is mutually determined by the parties in consultation with their respective land use counsel, that such filing or pursuit would adversely affect the Properties or the Contemplated Business intended to be conducted thereon.

  • There simply is no way that the subject matter of the LOI could be construed as anything other than the very same Contemplated Business that Plaintiff claims was the subject of an oral partnership agreement formed a year earlier—an “agreement” that is nowhere mentioned in, and in fact is expressly disclaimed by, the LOI that Plaintiff itself prepared.


More Definitions of Contemplated Business

Contemplated Business means the businesses listed on Section 1.1(b) of the Company Disclosure Letter, as planned to be conducted by the Company or any of its Subsidiaries as of the date hereof (including designing, developing, manufacturing, testing, certifying, marketing, selling, leasing, distribution and delivering BXX charging equipment, including charging poles (the “Charging Business”));
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Contemplated Business means (a) with respect to Transferor, the ownership, development, operation, use and maintenance of the Retained Property for residential purposes, including the use of the Golf Course pursuant to the Golf Course Agreement and (b) with respect to Empire and/or Newco, the ownership, development, operation, use and maintenance of Class III gaming facilities.
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Related to Contemplated Business

  • Related Business means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue Date.

  • regulated business means a business which is required to be licensed under one or other of the regulatory laws;

  • Permitted Business means any business similar in nature to any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by the Company and the Restricted Subsidiaries on the Issue Date, in each case, as determined in good faith by the Company.

  • Restricted Business has the meaning set forth in Section 6.7(a).

  • Associated Business means a business that owns at least 50% of and controls, directly or indirectly, an authorized business.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Permitted Businesses means the business of owning, leasing and managing gasoline stations, convenience store properties and other retail real properties (including, for the avoidance of doubt, quick service or other casual restaurants and auto service and auto parts stores), and any other single-tenant net lease business, and business activities reasonably related to the foregoing (including the creation or acquisition of any interest in any Subsidiary (or entity that following such creation or acquisition would be a Subsidiary) for the purpose of conducting the foregoing activities), in each case that are permitted for real estate investment trusts under the Code.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division, line of business or individual facility of a person (or any subsequent investment made in a person or division, line of business or individual facility previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in all material respects in accordance with applicable laws; (iii) [reserved]; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.11, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments by the Borrower or a Subsidiary Loan Party in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests in persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed, the greater of (x) $40,000,000 and (y) 0.12 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 2.72 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Specified Business means a business of a kind prescribed by the regulations to be a specified business; tenant, in relation to a lease, means the person who, under the lease, is or would be entitled to occupy the premises the subject of the lease; Tribunal means the State Administrative Tribunal;

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

  • Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

  • Consolidated Businesses means the General Partner, the Borrower and their wholly-owned Subsidiaries.

  • Qualified business means an eligible business that:

  • Excluded Business has the meaning set forth in Section 6.10.

  • food business means any undertaking, whether for profit or not and whether public or private, carrying out any of the activities related to any stage of production, processing and distribution of food;

  • Certified business means a business verified as a minority- or women-owned business enterprise pursuant to Section 314 of the Executive Law.

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

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

  • Retained Businesses means all businesses now, previously or hereafter conducted by Sellers or any of their Affiliates, other than the Businesses, and “Retained Business” specifically includes the Specified Retained Businesses.

  • home business means a business, service or profession carried out in a dwelling or on land around a dwelling by an occupier of the dwelling which —

  • Prohibited Business shall be defined as any business and any branch, office or operation thereof, which is a primary competitor of the Company with respect to the Business wherever the Company does business, in North America or abroad.

  • Micro Business means a company which either:

  • Cannabis business means any business activity involving cannabis, including but not limited to cultivating, transporting, distributing, manufacturing, compounding, converting, processing, preparing, storing, packaging, delivering, testing, dispensing, retailing and wholesaling of cannabis, of cannabis products or of ancillary products and accessories, whether or not carried on for gain or profit.