Designated Business definition

Designated Business means the operations and/or assets comprising one or more lines of business or similar internal business unit of the U.S. Borrower and/or its Subsidiaries (including but not limited to all assets used in or reasonably related to such business, Equity Interests of any Subsidiary owning or operating any such business and cash and Cash Equivalents that are incidental to such business but excluding any other cash and Cash Equivalents) designated in writing by the U.S. Borrower to the Agent as a “Designated Business” so long as the sum of the Designated Business EBITDA of such Designated Business plus the Designated Business EBITDA of each other Designated Business previously disposed of pursuant to Section 6.04(xviii) does not account for more than 25% (plus, solely to the extent not included in the EBITDA of the U.S. Borrower and its Restricted Subsidiaries, the Designated Business EBITDA of each Designated Business previously disposed of pursuant to Section 6.04(xviii)) after the Closing Date of the EBITDA of the U.S. Borrower and its Restricted Subsidiaries for the most recently ended Test Period.

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Designated Business means any or all of the businesses, operations and assets of the Parent Borrower (including all assets used in or reasonably related to the Designated Business) identified by the Parent Borrower as the “Designated Business” in an officer’s certificate (the “Designated Business Certificate”) that collectively represent less than (a) 33% of Consolidated EBITDA for the most recently ended four fiscal quarters of Holdings for which financial statements are available immediately preceding the date of declaration of a sale of a Designated Business, determined on a pro forma basis as if any acquisitions, mergers, consolidations and/or dispositions occurring during such four fiscal quarter period had occurred on the first day of such period and (b) 33% of the Consolidated Total Assets of Holdings as of the end of the most recent fiscal quarter of Holdings for which financial statements are available immediately preceding the date on which a sale of a Designated Business is consummated, determined on a pro forma basis as if any acquisitions, mergers, consolidations and/or dispositions occurring subsequent to the end of such fiscal quarter and prior to the date on which the sale of such Designated Business had been consummated, as of the end of such fiscal quarter; provided that at the time of a sale of a Designated Business, such Designated Business may include Permitted Investments reasonably required to operate such business in the ordinary course, as determined in good faith by the Parent Borrower or such other cash as may represent the proceeds of a financing that is solely recourse to the Designated Business and entered into in connection with the sale of a Designated Business; provided further that the Parent Borrower may only provide one Designated Business Certificate.

Designated Business means the operations and/or assets comprising one or more lines of business or similar internal business unit of the Issuer and/or its Subsidiaries (including but not limited to all assets used in or reasonably related to such business, Equity Interests of any Subsidiary owning or operating any such business and cash and Cash Equivalents that are incidental to such business but excluding any other cash and Cash Equivalents) designated in writing by the Issuer in an Officers’ Certificate as a “Designated Business” so long as the sum of the Designated Business EBITDA of such Designated Business plus the Designated Business EBITDA of each other Designated Business previously disposed of pursuant to clause (18) of Section 4.07(b) hereof, does not account for more than 25% (plus, solely to the extent not included in the EBITDA of the Issuer and its Restricted Subsidiaries, the Designated Business EBITDA of each Designated Business previously disposed of pursuant to clause (18) of Section 4.07(b) hereof) of the EBITDA of the Issuer and its Restricted Subsidiaries for the period of four consecutive fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 4.03 hereof.

Examples of Designated Business in a sentence

• As a result, the Depositary agrees that, if the Company notifies the Depositary that the Company or any of its FEFTA Covered Entities does engage in any FEFTA Designated Business, the Depositary will not accept any Shares for deposit under the terms of the Deposit Agreement unless and until (x) the Depositary has submitted the FEFTA Pre-Notification for clearance to the applicable Japanese governmental authorities, and (y) Satisfactory Expiration of the FEFTA Statutory Waiting Period.

• For the avoidance of doubt, the Disposition of a Designated Business shall not be deemed to fundamentally and substantially alter the character of the business, taken as a whole of the U.S. Borrower and the Restricted Subsidiaries, taken as a whole.

• The Company has informed the Depositary that as of the date of the Deposit Agreement neither it nor any of its FEFTA Covered Entities has conducted, conducts, or has any plans to conduct any FEFTA Designated Business.

• Notwithstanding anything to the contrary in the Deposit Agreement, the Company agrees to notify the Depositary promptly in writing if the Company intends to propose any agenda item to any meeting of shareholders which would require the Depositary to submit a FEFTA Pre-Notification (which could include an addition of any FEFTA Designated Business to its business purposes in its Articles of Incorporation, and appointment of a person closely related with the Depositary as director of the Company).

• The parties hereto acknowledge that the Executive's noncompetition obligations hereunder will not preclude the Executive from owning less than 1% of the common stock of any publicly traded corporation conducting business activities in a Designated Business.

More Definitions of Designated Business

Designated Business means a person that is registered by the Isle of Man Financial Services Authority to undertake designated business listed in Schedule 1 to the Designated Businesses (Registration and Oversight) Act 2015;

Designated Business means the sale or supply to consumers by an informal trader of:

Designated Business means the operations and/or assets comprising one or more lines of business or similar internal business unit of the U.S. Borrower and/or its Subsidiaries (including but not limited to all assets used in or reasonably related to such business, Equity Interests of any Subsidiary owning or operating any such business and cash and Cash Equivalents that are incidental to such business but excluding any other cash and Cash Equivalents) designated in writing by the U.S. Borrower to the Agent as a “Designated Business” so long as the sum of the Designated Business EBITDA of such Designated Business plus the Designated Business EBITDA of each other Designated Business previously disposed of pursuant to Section 6.04(xxi) does not account for more than 25% (plus, solely to the extent not included in the EBITDA of the U.S. Borrower and its Restricted Subsidiaries, the Designated Business EBITDA of each Designated Business previously disposed of pursuant to Section 6.04(xxi)) of the EBITDA of the U.S. Borrower and its Restricted Subsidiaries for the period of four consecutive fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or (b).

Designated Business means the College Publishing Segment or the Scientific and Technical Publishing Segment.

Designated Business or “profession” means carrying on activities for playing games of chance for cash or kind, and includes activities associated with casinos or such other activities as the Central Government may, by notification, so designate, from time to time;

Designated Business means the line of business of the Loan Parties identified as the "Designated Business" in Part A of Schedule 7.02(c)(i).

Designated Business means the business to be conducted by the Company under Article 2.1;