Buyer Subsidiary Sample Clauses

Buyer Subsidiary. The Buyer and the Buyer Subsidiary represent and warrant to the Company that the statements contained in this Article IV are true and correct.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Buyer Subsidiary. 44 CERCLA...........................................................................................................23
Sample 1
Buyer Subsidiary. 23 Closing..............................................................10
Sample 1
Buyer Subsidiary. 57 Buyer's Cap Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Sample 1
Buyer Subsidiary. Buyer Subsidiary has not conducted any activities other than in connection with its organization, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. Buyer Subsidiary does not have any subsidiaries.
Sample 1
Buyer Subsidiary introductory paragraphs. CEG - introductory paragraphs. CGI - introductory paragraphs. For purposes of provisions relating to the knowledge of CGI, such knowledge will be deemed to include the knowledge of its subsidiaries, Coast and CEG. CGI Expiration Time - Section 2.2. CGI Option - Section 2.2. Closing - the Merger Closing or the Initial Closing. Coast - introductory paragraphs. Coast Companies - introductory paragraphs. Code - the Internal Revenue Code of 1986, as amended. Common Holder - a holder of Common Stock or of a Stock Right for Common Stock. Common Stock - the common stock of CGI, consisting of Class A Voting Common Stock, Class B Voting Common Stock, Class C Voting Common Stock, Class D Non-Voting Common Stock and Common Stock (undesignated). Company - introductory paragraphs. Company ERISA Plan - Section 4.13(c). Contract - any agreement, written or oral, or any promissory note or other instrument of a contractual nature, which is intended to be enforceable against the Person in question or against any Property of such Person. Any Person which is, or any of whose Property is, subject to enforcement of a Contract shall, for purposes of this Agreement, be deemed a party to it. Crescent Debt - the 12.50% Senior Subordinated Notes Due September 15, 2004 outstanding under the several Securities Purchase Agreements dated as of September 14, 1994 among Coast, CEG and each of the Purchasers named therein. Damages - any loss, cost, liability or expense actually incurred, including without limitation, costs and expenses of litigation and reasonable attorneys' fees, but excluding in each case incidental, consequential or punitive damages. (The foregoing exclusion of punitive damages does not apply, however, to any punitive damages awarded in a Third- Party Claim.) All Damages shall be net of (i) any applicable insurance recovery (net of any retrospective premium adjustment), (ii) any related net realized tax benefit (taking any applicable recovery into account), (iii) any related refund or recovery realized by the Buyer or any of its Affiliates and not included in the calculation of Net Working Capital under the Merger Agreement, (iv) any related reserve included in the Unaudited Statements or in the calculation of Net Working Capital under the Merger Agreement and (v) any other reserve (whether or not related to the Damages in question) included in the Unaudited Statements or in the calculation of Net Working Capital under the Merger Agreement, to th...
Sample 1

Related to Buyer Subsidiary

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • Buyer Buyer represents and warrants to Seller as follows:

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Organization; Subsidiaries (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company.

Time is Money Join Law Insider Premium to draft better contracts faster.