Size of Person. As of the date of this Agreement and until the Closing Date, the Targets’ ultimate parent entity (as defined in 16 C.F.R. § 801.1(a)(1)), does not have at least $180 million or more of total assets or at least $180 million annual net sales, in each case as determined in accordance with 16 C.F.R. § 801.11, and thus does not satisfy the larger size of person test under the HSR Act.
Size of Person. At all times prior to the Effective Time, none of Parent, Sub, Delaware Sub or any "ultimate parent entity" (as such term is defined in the regulations promulgated under the HSR Act), individually or collectively, holds or owns assets, or has annual net sales, of $10,000,000 or more (as calculated in accordance with the HSR Act (and the regulations promulgated thereunder)).
Size of Person. The Seller is a nonmanufacturer under the Hxxx-Xxxxx- Rxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the Seller does not and will not at the Closing hold total assets of $10 million or greater.
Size of Person. 36 3.31 Disclosure...................................................... 36 SECTION 4.
Size of Person. The Company is a "person" (as defined in 16 C.F.R. Section 801.1(a)(1)) which has less than $11.3 million of "total assets" as determined in accordance with 16 C.F.R. Section 801.11.
Size of Person. No entity (as such term is defined under the HSR Act), together with its affiliates (as such term is defined under the HSR Act), (i) holds (as such term is defined under the HSR Act) fifty percent (50%) or more of the outstanding securities of Holding that entitle the holder thereof presently to vote for the election of directors of Holding or (ii) has the contractual power presently to designate fifty percent (50%) or more of the directors of Holding. The structure implemented to acquire the Companies has not been entered into or employed for the purpose of avoiding the obligation to comply with the requirements of the HSR Act. Each of Holding and the Buyer was incorporated in December 2006 and has no, and has never had any, assets (other than, at Closing, Holding’s ownership of all of the capital stock of the Buyer), sales, income or operations. Neither Holding nor the Buyer has any balance sheets or statements of income and expense.
Size of Person. As of the date of this Agreement and until the Closing Date, [***], and therefore does not satisfy the smaller size of person test under the HSR Act.
Size of Person. Under the HSR Act, Buyer is its own "ultimate parent entity" and as such does not satisfy the "size of person" test of the HSR Act.
Size of Person. Parent is its own ultimate parent entity and Parent, together with all entities controlled by Parent, as of the date hereof and prior to the Closing (a) does not have assets having an aggregate book value of $10,000,000 or more, excluding all cash that will be used as consideration for the acquisition contemplated hereby (including the payment of liabilities assumed as part of the acquisition contemplated hereby), and excluding all cash that will be used for expenses incidental to the acquisition contemplated hereby and (b) does not have annual sales of $10,000,000 or more in its most recent fiscal year, in each case calculated in accordance with 16 C.F.R. § 801.11. The term "controlled" as used in this Section shall have the meaning set forth in 16 C.F.R. § 801.1(b) and the term "ultimate parent entity" as used in this Section shall have the meaning set forth in 16 C.F.R. § 801.1(a)(3). This representation and warranty is made solely for the purpose of determining the applicability of the HSR Act to the transactions contemplated by this Agreement. Neither Parent nor Buyer are they required to file a Notification and Report Form under the HSR Act with the Federal Trade Commission or the Department of Justice relating to the transactions contemplated by this Agreement.
Size of Person. Within the meaning of the HSR Act as of the time of entering into this Agreement and as of the time of closing of the transactions contemplated by this Agreement, the ultimate parent entity of the Company: (i) is not engaged in manufacturing; (ii) has less than Ten Million Dollars ($10,000,000.00) in total assets and less than One Hundred Million Dollars ($100,000,000.00) in annual net sales and (iii) no other persons have the right by contract to appoint fifty percent (50%) or more of the members of the board of directors of the Company.
