Separate Subsidiary. 39 Section 7.2 Management of the Surviving Corporation ...................... 39 Section 7.3 Private Placement and Registration and Listing ............... 39 Section 7.4 Release of Stockholder Guarantees ............................ 39 Section 7.5 Autonomy ..................................................... 40 ARTICLE VIII ................................................................ 42
Separate Subsidiary. Parent and the Stockholders agree that from and after the Closing Date through September 30, 2000 (the "Earn-Out Period"), Parent shall cause the operations of the Surviving Corporation to be conducted and managed as a separate subsidiary, in substantially the same manner (except as modified by the provisions of Section 7.2 below) as the operations of the Company were conducted prior to the Closing Date.
Separate Subsidiary. 2.11.1 In the event Qwest establishes a separate subsidiary to provide xDSL or other data services, and that separate subsidiary Line Shares with Qwest, Qwest will provision Line Sharing to the separate subsidiary at the same rates Qwest then is using to provide Line Sharing to other December 15, 2000/msd/New Edge-Line Sharing-Am5-NE 15 Amendment to CDS-990927-0225 telecommunications carriers. Those same rates will be made available to all telecommunications carriers on a nondiscriminatory basis.
Separate Subsidiary. 22 (e) Building Capacity and Equipment................................ 22
Separate Subsidiary. 22 6.9 Jaci Xxxxxxxxx Xxxagement Agreement..........................................22 6.10
Separate Subsidiary. Columbia intends to operate the Combined Bank as a separately chartered subsidiary of Columbia following Closing.
Separate Subsidiary. During the Earnout Period, the Buyer shall maintain financial records to account for the operations of the Company as if it
Separate Subsidiary. During the Earnout Period, the Buyer shall: (A) maintain financial records to account for the operations of the Company as if it were a subsidiary of the Buyer and (B) include in such financial records the revenue from all projects and contracts required to be referred to the Company pursuant to Section 2.2(e)(xi). The Buyer shall use such financial records to calculate the Company’s Revenue. In calculating the Company’s Revenue (and any resulting Earnout Payments), the Buyer shall include any revenues generated by the Company and any revenues generated by the Buyer or the Buyer’s Affiliates that result primarily from the use of the Company’s Intellectual Property, know-how, expertise, products and/or services that the Company offers or provides to the Company’s customers, the Buyer, or the Buyer’s Affiliates, and which are distinct from the know-how, expertise, products and/or services otherwise offered or provided by Buyer or Buyer’s Affiliates, including but not limited to licenses or subscriptions to the AVCOM software.
Separate Subsidiary. During the Earnout Period, the Parent shall maintain sufficient records to account for all Bookings of the Surviving Corporation, and shall include in such records the Bookings from all relevant contracts of Parent and its Affiliates. Parent shall use such records to calculate the Surviving Corporation’s Bookings, and shall include in calculating the Surviving Corporation’s Bookings (and any resulting Earnout Payment) any Bookings generated by the Surviving Corporation, and Bookings generated by Parent or Parent’s Affiliates (but only to the extent specifically provided in the definition of “Bookings”).
Separate Subsidiary. From the Closing Date until the Additional Shares, if any, have been finally determined, Acquiror will continue to operate the Company as a separate Subsidiary and will, unless finally determined to the contrary by a court of competent jurisdiction, allow the Company to continue to treat sales representatives as independent contractors.
