Target Business Entity definition

Target Business Entity means any business howsoever constituted which was at any time during the Relevant Period a business with which the Company or any Group Company had entered into negotiations, had approached or had identified as (i) a potential target with a view to its acquisition by the Company or any Group Company; or (ii) a potential party to any joint venture with the Company or any Group Company, and in either case where you had a material degree of knowledge about such approach or negotiations or identification.
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Target Business Entity means any business howsoever constituted (whether or not providing Competing Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with, had approached or had identified as (i) a potential target with a view to its acquisition by the Company or any Relevant Group Company and/or (ii) a potential party to any joint venture with the Company or any Relevant Group Company, in either case where such approach or negotiations or identification were known to a material degree by the Optionee during the Relevant Period. Each of the forfeiture provisions in this section 6(h) is intended to be separate and severable and in the event that any of such restrictions shall be adjudged to be void or ineffective for whatever reason but would be adjudged to be valid and effective if part of the wording or range of services or products were reduced in scope or deleted, the said restrictions shall apply with such modifications as may be necessary to make them valid and effective.
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Target Business Entity means any business howsoever constituted (whether or not conducting a Restricted Business) which was at the Termination Date or at any time during the Relevant Period a business which the Company or any other Relevant Group Company had entered into negotiations with, had approached or had identified as: (a) a potential target with a view to its acquisition by the Company or any Relevant Group Company; and/or (b) a potential party to any joint venture with the Company or any Relevant Group Company. in either case where such approach or negotiations or identification were known to a material degree by you on or before the Termination Date.
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Examples of Target Business Entity in a sentence

  • No Target Business Entity has ever filed any election for U.S. Tax purposes (including any entity classification election).

  • No Seller Party or Target Business Entity is in violation of any of the provisions of its organizational documents in connection with the Contemplated Transactions.

  • Since the end of the last period for which the Target Business Entities ordinarily record items on their respective books, no Target Business Entity has engaged in any transaction, or taken any other action, other than in the ordinary course of business, that would impact any Tax asset or Tax liability of any Target Business Entity in any material respect.

  • There is no Action pending or, to the knowledge of the Seller Parties, threatened in writing against any Seller Party or Target Business Entity that (i) seeks to invalidate this Agreement or the right of any Seller Party or Target Business Entity to enter into each Transaction Document to which it/he is or will be a party or to consummate the Contemplated Transactions, or (ii) would, individually or in the aggregate, have a Material Adverse Effect.

  • Without limiting the foregoing, each Target Business Entity has timely paid (or has caused to be paid), or has withheld and remitted (or caused to be withheld and remitted) to the appropriate Governmental Authority for Taxes related to the Contributed Assets in all material respects.

  • No claim has been made by any Governmental Authority in any jurisdiction against any Target Business Entity where any Target Business Entity does not file Tax Returns that the Target Business Entity is or may be required to file any Tax Return, or pay Tax, in such jurisdiction.

  • It also maintains that its use of Zomba's musical compositions was de minimis, and accordingly not actionable.

  • Except as explicitly provided in the Restructuring Plan, the Restructuring will not give rise to a material Tax Liability, nor materially and adversely impact the Tax attributes of, any Target Business Entity.

  • There are no material unfair labor practice complaints pending or, to the knowledge of the Seller Parties, threatened against any Target Business Entity (with respect to Target Business Entities that are not Target Group Companies, solely in relation to their ownership and operation of the Contributed Assets and the Target Business), or any Seller Party with respect to Target Company Personnel before any Governmental Authority.

  • Except for leased or licensed assets, no Person other than such Target Business Entity owns any interest in any such assets.


More Definitions of Target Business Entity

Target Business Entity means any member of the Target Group and any member of the Seller Group, in each case to the extent it owns or operates the Business or any Business Assets;
Sample 1
Target Business Entity means any business howsoever constituted (whether or not conducting a Restricted Business) which was, at the Termination Date or at any time during the Relevant Period, a business which the Company or any Relevant Group Company had entered into negotiations with had approached or had identified as: (i) a potential target with a view to its acquisition by the Company or any Relevant Group Company; and/or (ii) a potential party to any joint venture with the Company or any Relevant Group Company. in either case where such approach or negotiations or identity were known to a material degree by you or about which you acquired material Confidential Information, in the course of your employment during the Relevant Period. Page14
Sample 1
Target Business Entity means any business howsoever constituted (whether or not providing a Restricted Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with or had approached or had identified as:
Sample 1
Target Business Entity means any business howsoever constituted (whether or not conducting a Restricted Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or the Parent or any other Relevant Group Company had entered into negotiations with had approached or had identified as (a) a potential target with a view to its acquisition by the Company or any Relevant Group Company and/or (b) a potential party to any joint venture with the Company or any Relevant Group Company in either case where such approach or negotiations or identification were known to a material degree by the Executive on or before the Effective Date.
Sample 1
Target Business Entity means any business howsoever constituted (whether or not providing Competing Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with, had approached or had identified as (i) a potential target with a view to its acquisition by the Company or any Relevant Group Company and/or (ii) a potential party to any joint venture with the Company or any Relevant Group Company, in either case where such approach or negotiations or identification were known to a material degree by the Optionee during the Relevant Period.
Sample 1
Target Business Entity means any business howsoever constituted (whether or not providing Competing Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with, had approached or had identified as (i) a potential target with a view to its acquisition by the Company or any Relevant Group Company and/or (ii) a potential party to any joint venture with the Company or any Relevant Group Company, in either case where such approach or negotiations or identification were known to a material degree by you during the Relevant Period. ADDITIONAL REMUNERATION 09 Opts: 132,163 You may be entitled to a bonus payment for each financial year. The terms of the annual bonus shall be determined by Your Director at his absolute discretion but will generally be structured to pay out 100% of your base salary upon achieving the financial and qualitative targets defined by Your Director for each financial year. For the financial year January-December 2009 only, the Company agrees to pay you a minimum discretionary bonus payment of £134,228 (being an amount equivalent to 100% of your base salary, pro rated for the four months of 2009 that you will be employed by the Company), providing that your employment has not been terminated before 31 December 2009, in which case you will be paid such sum pro rata to the date of termination. This sum shall be paid by 28 February 2010. This does not imply any obligation on the Company to pay a discretionary bonus at a similar level in future years. Any bonus payment shall not be deemed to part of your salary for pension purposes. Apart from as described above (in relation to 2009) and below (one-off bonus in payment in February 2012) and in 8.6 of this Agreement the Company is not obliged to pay any bonus payment unless you have been in employment for the entire financial year during which the bonus payment has accrued. You shall be entitled to payment of an additional one-off bonus calculated as follows: $1,200,000 — (A + B + C) Where:
Sample 1

Related to Target Business Entity

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Target Business means any businesses or entity with whom the Company wishes to undertake a Business Combination;

  • Group Business Entity means;

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

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

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Non-U.S. Entity means an Entity that is not a U.S. Person.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Seller Affiliate means any Affiliate of Seller.

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Company Subsidiary means any Subsidiary of the Company.

  • Target Companies means the Company and its Subsidiaries.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Company IT Assets means any and all computers, computer software, source code, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology systems and equipment, and all associated documentation owned by the Company or any of its Subsidiaries or licensed or leased to the Company or any of its Subsidiaries (excluding any public networks).

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

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

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

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

  • 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

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.