Seller Restricted Activities definition

Seller Restricted Activities. As defined in Section 4.1(a).
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Seller Restricted Activities has the meaning set forth in Section 6.6(c).
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Seller Restricted Activities means engaging in the Territory in the business of (a) acting as investment adviser or subadviser to or otherwise sponsoring or managing a Retail Mutual Fund, or (b) performing fund administration and related activities in respect of the activities covered by the preceding clause (a).
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Examples of Seller Restricted Activities in a sentence

  • In the event that such annual revenues attributable to such Seller Restricted Activities constitutes more than an Incidental Seller Acquired Business, the business activities of such Seller Restricted Activities will nevertheless be excluded from the prohibitions set forth in Section 4.1(a); provided that the Seller or its Affiliates shall sell or otherwise dispose of such Seller Restricted Activities within six (6) months after the consummation of the transaction with such Seller Acquired Business.

  • For the period commencing on the Closing Date and expiring on the fourth anniversary of the Closing Date, Parent shall not, and shall cause its Affiliates not to, directly or indirectly, engage in the Seller Restricted Activities.


More Definitions of Seller Restricted Activities

Seller Restricted Activities means establishing or operating a retail broker-dealer or financial advisory business or offering any of the financial products or similar products offered by the Company or any of its Subsidiaries as of the Closing Date, but excluding (a) debit card, bank deposit, XXX products and all other businesses and products offered by Parent and its Affiliates (other than the Company and its Subsidiaries) as of the Closing Date, including all businesses, services and products offered by RSM EquiCo Capital Markets LLC, RSM EquiCo Europe Ltd., RSM EquiCo Canada, Inc. and Birchtree Financial Services, Inc. (the “Excepted Entities”) as of the date hereof (provided that such Excepted Entities shall be excluded from the definition of Seller Restricted Activities only to the extent that such Excepted Entities operate with respect to the same client base and same products as they do as of the date hereof) (it being understood that such Excepted Entities shall be permitted to operate and grow their respective businesses, including their respective client bases and product lines, in a manner consistent with their respective historical practices), (b) all businesses, services and products offered by any third party Person or any of such Person’s Affiliates that acquires Parent or any of its Affiliates by way of a bona fide merger, consolidation, business combination, tender offer, share exchange, stock purchase, assets purchase, recapitalization, reorganization, joint venture, partnership or similar transaction, and (c) any retail broker-dealer or financial advisory business conducted by, or any financial products or similar products (which are offered by the Company or any of its Subsidiaries as of the Closing Date) offered by, any third party Person that is acquired by Parent or any of its Affiliates (other than the Company and its Subsidiaries) by way of a bona fide merger, consolidation, business combination, tender offer, share exchange, stock purchase, assets purchase, recapitalization, reorganization, joint venture, partnership or similar transactions so long as the revenue in the aggregate in the twelve (12) months prior to such transaction from such retail broker-dealer and financial advisory business and from such financial products or similar products, as applicable, do not account for more than five percent (5%) of such Person’s aggregate revenue over that twelve (12) month period; it being understood that Parent and/or its Affiliates may consummate such transacti...
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Seller Restricted Activities has the meaning set forth in Section 2.1.
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Seller Restricted Activities. As defined in Section 4.1(a). “Seller Shareholders” The Seller and each wholly owned Subsidiary of the Seller that is the record holder of Common Shares for as long as such Person shall continue to be a wholly owned Subsidiary of the Seller and the record holder of Common Shares. “Separation Agreement” The Separation Agreement dated as of February 21, 2002, between the Seller and the Company governing the terms of the initial public offering of the Company and the governance of the Company following such initial public offering.
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Related to Seller Restricted Activities

  • Restricted Activities means those activities described in Section 10 of this Agreement.

  • Restricted Activity means directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business with any customer, supplier, competitor or other person having a business relation with the Company or any of its subsidiaries; provided however that the term "Restricted Activity" shall not include passive ownership of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of that corporation.

  • Permitted Activities The primary activities of the trust created pursuant to this Agreement which shall be:

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • SOFR Benchmark Transition Event means the occurrence of a Benchmark Transition Event with respect to the then-current Benchmark;

  • Inactive business operations means the mere continued holding or renewal of rights to property previously operated for the purpose of generating revenues but not presently deployed for such purpose.

  • Active business operations means all business operations that are not inactive business operations.

  • Restricted Areas means (i) all areas within the Facility that are not generally accessible to the public, including judges’ xxxxxxxx, all non-public restrooms, elevators, break rooms, and corridors, and other non-public spaces that are dedicated for use only by judges or Court staff and employees, (ii) public areas of a Facility during non-business hours that are subject to security screening during normal business hours, and (iii) the areas defined as Restricted Areas in the Background Check Policy.

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • Covered Activities means those land uses and conservation and other activities described in Chapter 2.3 of the HCP/NCCP to be carried out by the Conservancy or its agents that may result in Authorized Take of Covered Species during the term of the HCP/NCCP, and that are otherwise lawful.

  • Funded Activities means the activities set out in the Grant Offer Letter and Annex 2 of these Conditions; General Data Protection Regulation and GDPR means the General Data Protection Regulation (EU) 2016/679; Grant means the sum or sums that DWP will pay to the Grant Recipient in accordance with clause 4 and subject to the provisions set out at clause 22.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Least restrictive alternative means the treatment and conditions of treatment which, separately and in combination, are no more intrusive or restrictive of freedom than reasonably necessary to achieve a substantial therapeutic benefit to the minor, or to protect the minor or others from physical injury;

  • Motor Sport Activities means any motor sport activities or Recreational Services which are permitted or approved which CAMS regulates or administers by CAMS or otherwise under the responsibility / control of CAMS;

  • Restricted Area means an area, access to which is limited by the licensee or registrant for the purpose of protecting individuals against undue risks from exposure to sources of radiation. Restricted area does not include areas used as residential quarters, but separate rooms in a residential building may be set apart as a restricted area.

  • Environmental Activities means the use, generation, transportation, handling, discharge, production, treatment, storage, release or disposal of any Hazardous Materials at any time to or from any portion of the Premises or located on or present on or under any portion of the Premises.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Prohibited Activities has the meaning set forth in Section 13.1.

  • Resale Restriction Termination Date shall have the meaning specified in Section 2.05(c).

  • Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of: