Holdco Buyer definition

Holdco Buyer has the meaning given to that term in the preamble to this Agreement.
Sample 1Sample 2Sample 3
Holdco Buyer has the meaning set out in clause 3.6.
Sample 1

Examples of Holdco Buyer in a sentence

  • Holdco Buyer and the Sellers’ Representative shall work in good faith to resolve any disputes relating to the Holdco Allocation.

  • With respect to each of Guarantor and Holdco Buyer, respectively, since July 19, 2014 with respect to Guarantor and December 31, 2013 with respect to Holdco Buyer, and until the date of this Agreement, there has not occurred any development, event or series of such occurrences that has had a Buyer Material Adverse Effect.

  • Each of Guarantor and Holdco Buyer is in compliance in all material respects with all Applicable Laws, in each case other than any noncompliance that would not result in a Buyer Material Adverse Effect.

  • If the Closing is expected to occur before selection of the Nominated Entities that will be sold pursuant to Section 2.03 in accordance with this Section 2.08, Blocker Parent and Holdco Buyer shall cooperate in good faith to select such Nominated Entities before the Closing.

  • The Holdco Allocation shall be delivered by Holdco Buyer to the Sellers’ Representative within ninety (90) days after the Closing Date for the Sellers’ Representative’s review and consent.

  • In the event that either Blocker Parent or Holdco Buyer disagrees with the value of the aggregate amount of items of income and gain that would be allocable to the relevant Specified Platform Equity Interests, Blocker Parent and Holdco Buyer shall, in good faith, attempt to resolve such dispute.

  • Holdco Buyer shall have acquired all of the Equity Interests in the Company as of the Closing Date.

  • Holdco Buyer shall not, and shall cause the Blockers and the Company and its Subsidiaries not to, on the Closing Date but after the Closing, take any action outside the ordinary course of business that would increase the tax liability of the Sellers or Blockers, including liquidating or making any distributions from any Company Entity.

  • For a period of ninety (90) days after the Closing Date, neither Holdco Buyer nor any of its Affiliates shall terminate the employment of any Company Employees in such numbers and in such manner as would trigger any liability under the WARN Act.

  • If Holdco Buyer and the Sellers’ Representative are unable to resolve any such dispute within thirty (30) days following the delivery of the Holdco Allocation by Holdco Buyer to the Sellers’ Representative, such dispute shall be resolved by the Neutral Accounting Arbitrator in a manner consistent with the procedures set forth in Section 2.06(a).

Related to Holdco Buyer

  • Seller Parent has the meaning set forth in the Preamble.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Buyer Parent has the meaning set forth in the Preamble.

  • Holdco has the meaning set forth in the Preamble.

  • Buyer has the meaning set forth in the preamble.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

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

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

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

  • Acquiror has the meaning specified in the Preamble hereto.

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • Blocker has the meaning set forth in the preamble.

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • Purchaser’s Group means the Purchaser and its Affiliates from time to time;

  • ETP means Energy Transfer Partners, L.P., a Delaware limited partnership.

  • MergerSub has the meaning set forth in the Preamble.

  • Project Buyer means the City’s employee assigned to serve as the contact person for Bidders/Sellers responding to Invitations For Bid or completing contracts herein.

  • CCC means Customer Care Centre

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

  • 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.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.