Acquired Company Group definition

Acquired Company Group means, collectively, Qualspec Group, LLC, a Delaware limited liability company, Qualspec Inc., a Delaware corporation, Qualspec Holdings, LLC, a Delaware limited liability company, Qualspec LLC, a Delaware limited liability company, and their respective Subsidiaries (other than Quantapoint).
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Acquired Company Group means the Acquired Company, OGC and OCC, collectively. “Acquired Company Group Member” means any member of the Acquired Company Group. “Acquired Interests” is defined in the recitals to this Agreement. “Adjustment Amount” means an amount of Dollars (expressed as a positive or a negative number, as applicable) determined as of the Measurement Time equal to the sum of (i) the Closing Date Working Capital Adjustment Amount, minus (ii) the Closing Debt Amount plus (iii) the Closing Date Cash. “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person; provided, however, that in no event shall any Affiliate of Seller, other than the Acquired Company Group, be deemed an Affiliate of the Acquired Company (other than for purposes of Section 11.17 and the definition of Non-Recourse Party therein). The Acquired Company shall be considered an Affiliate of Seller prior to Closing and an Affiliate of Buyer after Closing. “Affiliate Contracts” is defined in Section 4.20. “Agreement” is defined in the preamble to this Agreement. “Assets” of any Person means all properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person. “Assignment Agreement” means an assignment agreement, by and between Seller and Buyer, in substantially the form attached hereto as Exhibit C, evidencing the assignment and transfer to Buyer of the Acquired Interests. “Balance Sheet Date” means December 31, 2023. “Business” means, with respect to each Acquired Company Group Member, the ownership and operation by such Acquired Company Group Member, as applicable, of its respective Assets and other activities conducted by such Acquired Company Group Member that are incidental thereto as of the Closing Date. “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Delaware or Houston, Texas are authorized or obligated to be closed by applicable Laws. “Buyer” is defined in the preamble to this Agreement.
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Acquired Company Group means the NET Midstream Company Group Members, NEP DC Holdings and Dos Caminos, collectively.
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Examples of Acquired Company Group in a sentence

  • The Acquired Company Group Shares have been validly issued and, where applicable, are fully paid and non-assessable.

  • None of Seller, the Selling Subsidiaries or the Acquired Companies is party to any shareholders’ agreements, voting trusts or proxies, with respect to the voting of the Acquired Company Group Shares and there are no outstanding warrants, options, rights, convertible or exchangeable securities or other Contracts (other than this Agreement) pursuant to which Seller, an Acquired Company or a Selling Subsidiary is or may become obligated to issue, sell, purchase or redeem any Acquired Company Group Shares.

  • Seller, the Acquired Companies and the Selling Subsidiaries (considered collectively) are the record and beneficial owners of all of the Acquired Company Group Shares.

  • The Administrative Agent and the Lenders shall have received copies of (i) the financial statements referred to in Section 5.05, (ii) the Acquired Company Group Financial Statements, (iii) pro forma financial statements of the Borrower giving effect to the Transactions and (iv) projections for the Borrower and its Subsidiaries for the five years following the Closing Date, each in form and substance satisfactory to each of them.

  • Buyer has not, directly or indirectly, entered into any Contract with any Person that would obligate Seller, the Acquired Company Group Members, or any of their respective Affiliates to pay any commission, brokerage fee, or “finder’s fee” in connection with the transactions contemplated hereby or for which Seller or any Acquired Company or any of their respective Affiliates would otherwise have any liability or responsibility.

  • Buyer shall have the right to make an election under Section 338(g) of the Code with respect to the acquisition of the Acquired Company Group Shares or any interests in the Joint Ventures.

  • None of AAR International or the Acquired Companies is a party to any shareholders’ agreements, voting trusts or proxies, with respect to the voting of the Acquired Company Group Shares, and there are no outstanding warrants, options, rights, convertible or exchangeable securities or other Contracts (other than this Agreement) pursuant to which AAR International or an Acquired Company is or may become obligated to issue, transfer, deliver, sell, purchase or redeem any Acquired Company Group Shares.

  • Seller has not, directly or indirectly, entered into any Contract with any Person that would obligate Buyer, any Acquired Company Group Member, or any of their respective Affiliates to pay any commission, brokerage fee, or “finder’s fee” in connection with the transactions contemplated hereby or for which Buyer or any Acquired Company or any of their respective Affiliates would otherwise have any liability or responsibility.

  • On the Ninth Amendment Effective Date, immediately after giving effect to the Novo Acquisition, each member of the Novo Acquired Company Group shall constitute Restricted Subsidiaries of the Borrower.

  • According to the “Joint Stock Company “Latvian Shipping Company Strategy till 2015, the strategic goal of Latvian Shipping Company is to ensure the growth of the company’s value through increasing the Latvian Shipping Company Group’s equity and retaining the Group’s position among the world’s top ten handy-size and middle-range tanker owners at the same time preserving its leading position in the North European market.


More Definitions of Acquired Company Group

Acquired Company Group means each member of the Company Group other than Specified Affiliate and Operating Affiliate.
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Acquired Company Group means each member of the Company Group other than Specified Affiliate and Operating Affiliate. “Adjusted Purchase Price” is defined in Section 2.2.
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Related to Acquired Company Group

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Company Group Member means each member of the Company Group.

  • Target Companies means the Company and its Subsidiaries.

  • Company Group means the Company and its Subsidiaries.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Acquired Corporations means the Company and each of its Subsidiaries, collectively.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Company Subsidiary means any Subsidiary of the Company.

  • Group Companies means the Company and its Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Target Group means the Target and its Subsidiaries.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Company Entities means the Company and the Company Subsidiaries.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Group Company means any one of them;

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Participating Company Group means, at any point in time, all corporations collectively which are then Participating Companies.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Company Entity means the Company or one of its Subsidiaries.

  • Seller Affiliate means any Affiliate of Seller.

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);