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. 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.
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. The BBC must: • not directly undertake any commercial activities. All commercial activities must be undertaken through commercial subsidiaries.
Separate Subsidiary. Columbia intends to operate the Combined Bank as a separately chartered subsidiary of Columbia following Closing.
Separate Subsidiary. 22 (e) Building Capacity and Equipment................................ 22
Separate Subsidiary. From the time of Closing until the Adair-Flanders Shares either xxxx xx xxxx to vest, Buyer agrees to operate Air Seal as a separate subsidiary in a manner similar to the current operation with its Financial Statements prepared in compliance with Generally Accepted Accounting Principles and other relevant rules and regulations.
Separate Subsidiary. If a borrower pro- vides satellite or cable television services through a separate subsidiary, the invest- ment in the subsidiary shall be debited to Account 1401, Investments in Affiliated Com- panies. The net income or loss of the sub- sidiary shall be debited or credited to Ac- count 1401, as appropriate, with an offsetting entry to Account 7360, Other Nonoperating Income.
