Purchaser Subsidiary Sample Clauses

Purchaser Subsidiary. 18 Representatives.....................................................................................26 Restraints..........................................................................................40 SEC..................................................................................................9
Sample 1See All (4)
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Purchaser Subsidiary. 38 Release............................................14
Sample 1
Purchaser Subsidiary. Purchaser Subsidiary shall (a) have been duly formed, (b) be authorized to enter into the India APA, conduct the Target Business and hire the Personnel located in India, (c) have established employee benefits for such Personnel and (d) otherwise be able to fulfill the obligations of Purchaser set forth in Section 5.11.
Sample 1
Purchaser Subsidiary. 77 Qualifying Income ...................................................................................................................................... 69 REIT ......................................................................................................................................................... 24 Representatives .......................................................................................................................................... 14 Xxxxxxxx-Xxxxx Act .................................................................................................................................. 38 SEC .......................................................................................................................................................... 21 Securities Act ............................................................................................................................................ 21 Series C Preferred Shares .......................................................................................................................... 7 Sponsor ..................................................................................................................................................... 42 Stock Performance Awards ....................................................................................................................... 10 Subsidiary .................................................................................................................................................. 77 Superior Proposal ...................................................................................................................................... 55 Surviving Entity .......................................................................................................................................... 5 Surviving Entity Preferred Stock ................................................................................................................. 7 Surviving Partnership .................................................................................................................................. 77 Surviving Partnership LP Agreement ........................................................................................................... 9 Surviving Partnership Series D Units ........................................................................................................... 8 Takeover Statut...
Sample 1
Purchaser Subsidiary. At any time prior to the Closing, Purchaser shall have the right, upon prior written notice to Seller, to substitute a majority-owned subsidiary of Purchaser as a party to this Agreement in place of Purchaser, provided that such substitution shall not reliever Purchaser of its obligations under this Agreement. Except as set forth in the preceding sentence, upon any such substitution, such subsidiary shall immediately be deemed to the Purchaser for all purposes of this Agreement.
Sample 1
Purchaser Subsidiary. Prior to the Closing, the Purchaser will transfer (and Sellers agree to such transfer) to Xxxxxx Cable Communications Corporation, its wholly-owned Wyoming subsidiary (the "Subsidiary") all of its assets (the "Purchaser Excluded Assets") except for (i) the amount of cash and marketable securities in excess of $1.2 million, which amount in any event shall be at least $700,000; and, (ii) its working interest in, and its operating agreement with respect to, the property known as Twenty Mile Hill, which is held by Metro Minerals Corporation, a wholly-owned subsidiary of Purchaser (a copy of the legal description of which is hereto attached as Exhibit B). All economic credit for any net operating loss of the Purchaser calculated as of September 30, 1995, shall be given to the Subsidiary, and the Subsidiary shall have no obligation whatsoever for payment of any consolidated tax liability until such time as the separate taxable income of the Subsidiary exceeds the aforementioned net operating loss, which as of June 30, 1995, was approximately $830,000. In the event Closing occurs after November 30, 1995, then the net operating loss shall be calculated as of the end of the calendar month preceding the month in which Closing occurs. After the Closing, the Subsidiary shall loan the Purchaser, upon its request, amounts up to $18,000 as are necessary to pay debt service on that portion of the Assets known as the Lake Hatch properties, which loans shall be made for a period of up to 90 days on a fully secured basis with simple interest at the annual rate of 10% and pursuant to other commercially reasonable terms and conditions to be agreed upon by the parties. Such loan shall be repaid as the first priority out of proceeds of a private placement of Purchaser's securities but in any event shall be repaid within 90 days after the making of such loan. The Common Stock of the Subsidiary shall be distributed to the holders of the Purchaser's Common Stock as soon as practicable and, if so qualified, on a non-taxable basis. In any event, and regardless of tax consequences, the parties intend, and Purchaser shall cause, such distribution to occur not later than 36 months from the Closing. The Subsidiary shall be operated autonomously by the current management of the Purchaser, but in no event for more than five years, pursuant to the terms of an operating agreement (the "Operating Agreement") and management agreement (the "Management Agreement") to be entered into with the Pur...
Sample 1

Related to Purchaser Subsidiary

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

  • Buyer Buyer represents and warrants to Seller as follows:

  • 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.

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • 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.

  • 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.

  • 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.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • 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).

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