Acquired Company Interests definition

Acquired Company Interests shall have the meaning set forth in Section 1.1.
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Acquired Company Interests has the meaning set forth in Section 3.04(a).
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Acquired Company Interests has the meaning given to it in the recitals.
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Examples of Acquired Company Interests in a sentence

  • The Purchaser further represents that it does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Acquired Company Interests.

  • The Purchaser is acquiring the Acquired Company Interests for its own account, not as a nominee or agent, for investment and not with a view toward any resale or distribution of any part thereof and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Acquired Company Interests.

  • Xxxxx acknowledges that the Acquired Company Interests are not registered pursuant to the 1933 Act and that none of the Acquired Company Interests may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration under the 1933 Act.

  • In consideration for the sale, assignment, conveyance, transfer and delivery of the Acquired Company Interests, the Purchaser will at the Closing pay to the Seller an amount equal to Two Hundred Thirteen Million Five Hundred Thousand dollars (U.S.$213,500,000) (“Purchase Price”).

  • Buyer agrees that the Acquired Company Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, except pursuant to an exemption from such registration available under such Act.

  • Section 3.04 of the Disclosure Schedules sets forth (i) a complete list of all Acquired Companies, (ii) the direct or indirect ownership interest of Company in each Acquired Company, and (iii) the number of authorized and issued Acquired Company Interests for each of the Acquired Companies, to the extent applicable.

  • Buyer is acquiring the Acquired Company Interests for its own account for investment only and not with a view to (or for) resale in connection with any public sale or distribution thereof.

  • Each of the Sellers and the Acquired Companies has not, in relation to the Business, the Acquired Company Interests, the Additional Acquired Assets or Assumed Liabilities, at any time during the three years prior to the date of this Agreement, engaged in the sale, purchase, import, export, re-export or transfer of Business Products or otherwise done business, either directly or indirectly, to, from or with the Sanctioned Countries or any Restricted Parties in violation of applicable Law.

  • None of the Acquired Company Interests, the Additional Acquired Assets or Assumed Liabilities are Contracts or other commitments that contain provisions reflecting or requiring participation in or cooperation with the Arab League boycott of Israel in violation of applicable Law.

  • Project HoldCo was formed by Evolve solely to purchase and to own the Acquired Company Interests in connection with the Acquired Company’s ownership, development, design, construction, installation and maintenance of the Project Assets, and has conducted no other business or activities since the date of its formation, and has no assets or liabilities other than those related to the ownership, development, design, construction, ownership, installation, operation and maintenance of the Project Assets.


More Definitions of Acquired Company Interests

Acquired Company Interests has the meaning set forth in the Recitals to this Agreement.
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Acquired Company Interests means the equity interests held by the Company in the Acquired Companies and described in Exhibit A.
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Acquired Company Interests has the meaning set forth in the Recitals.
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Acquired Company Interests shall have the meaning specified in Section 4.5.
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Acquired Company Interests means Contributor’s 100% membership interest in the Acquired Company.
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Related to Acquired Company Interests

  • Company Interests has the meaning set forth in the Recitals.

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Company Interest means the interest of a Member in Profits, Losses and Distributions.

  • Intercompany Interest means an Interest in a Debtor held by another Debtor.

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

  • Target Companies means the Target and its Subsidiaries.

  • Owned Company Intellectual Property means all Intellectual Property owned by the Company or any Company Subsidiary, other than unregistered items of Intellectual Property.

  • Transferred Interests has the meaning set forth in the Recitals.

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

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • 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.

  • Acquired Assets has the meaning set forth in Section 2.1.

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

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Company IT Assets means all Software, systems, servers, computers, hardware, firmware, middleware, networks, data, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation owned by or licensed, pursuant to valid and enforceable license agreements, to the Company and its Subsidiaries.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Purchased Interests has the meaning set forth in the Recitals.

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

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Membership Interests has the meaning set forth in the recitals.

  • Company Intellectual Property means any Intellectual Property that is owned or purported to be owned by the Company or any of 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.