Corning Buyer definition

Corning Buyer has the meaning set forth in the Recitals.
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Corning Buyer shall have the meaning given to it in the first paragraph.
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Examples of Corning Buyer in a sentence

  • At the election of Corning Buyer, Corning Buyer or its designee may lend an amount of cash to SCP equal to all or a portion of the Repurchase Price for which Corning Hungary and SDC shall cause SCP to, and SCP shall, enter into a loan document (the “SCP Loan”) with Corning Buyer or its designee, which loan document shall have the terms reasonably acceptable to SCP and Corning Buyer (such lending transaction, the “SCP Lending Transaction”), in all cases in compliance with applicable Law.

  • Each Disputed Commercial Adjustment Item shall become final and binding for all purposes hereunder on the earliest of (i) the date on which Corning Buyer and SDC agree to a resolution of such Disputed Commercial Adjustment Item in a writing signed by both Corning Buyer and SDC or (ii) the date on which the Accounting Firm notifies Corning Buyer and SDC in writing of its resolution of such Disputed Commercial Adjustment Item.

  • As soon as practicable after the Agreement Date, Corning Hungary, Corning Buyer, SCP and SDC shall provide reasonable cooperation to each other to identify all Intercompany Arrangements and the material services currently provided by SDC, SEC or any of their Affiliates, on the one hand, to SCP or any of its Subsidiaries, on the other hand.

  • Corning Buyer and SDC agree that the procedures set forth in this SECTION 10 for resolving disputes regarding the Disputed Commercial Adjustment Items shall be the sole methods for resolving such disputes.

  • No Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Parties, except that each of Corning Buyer and SDC may assign its rights and obligations to any of its Affiliates without the consent of any other Party; provided that no assignment or delegation shall relieve the assigning Party of its obligations hereunder or enlarge, alter or change any obligation of any other Party hereto.

  • Corning Hungary, Corning Buyer, SCP and SDC shall use their respective reasonable best efforts to reasonably and in good faith cooperate with each other to appropriately reflect such material services in the scope of services to be provided under the Services Agreement.

  • The Parties agree that a loss for Corning Buyer with respect to the SDC Commercial Projection Representation Indemnity shall only be deemed to exist for Corning Buyer if the Total Projection Adjustment Amount as finally determined pursuant to this Section 10 is a negative number, and that such losses shall only equal 42.54% of the absolute value of such negative number, subject to Sections 10.12 and 10.13 below.

  • After the Closing, Corning Buyer shall indemnify and pay to SDC an amount equal to the “Volume Price Adjustment Amount” which amount shall be calculated in accordance with Annex 5-C, subject to Section 10.14 below (the “Volume Price Indemnity”, and together with the Commercial Projection Indemnities, the “Commercial Indemnities”).

  • Corning Buyer and SDC shall cooperate with the Accounting Firm and provide it with reasonable access to the books and records and certain employees of SCP, relevant to the calculation, review and finalization of the Year-End Working Capital Statement, and SCP shall use its commercially reasonable efforts to provide reasonable access to its working papers prepared in connection with the calculation, review and finalization of the Year-End Working Capital Statement.

  • Neither the sale of all or any portion of the Subject CPS Shares by Corning Buyer to SDC as contemplated by the Purchase and Subscription Agreement is subject to any preemptive rights, rights of first refusal, tag-along right or other similar right on behalf of any Person under any provisions of any Contract to which Corning Buyer is party or by which any property of Corning Buyer is bound.

Related to Corning Buyer

  • Company Shareholder means a holder of Company Shares.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Buyer has the meaning set forth in the preamble.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Company Shareholders means holders of Company Shares.

  • Project Buyer means the City’s employee assigned to serve as the contact person for Bidders/Sellers responding to Invitations For Bid or completing contracts herein.

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • The Vendor means the person, firm, company or organization on whom the Purchase Order is placed and shall be deemed to include the vendor’s successors, representative heirs, executors and administrator as the case may be. It may also be referred to as Seller, Contractor or Supplier.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

  • Seller has the meaning set forth in the Preamble.

  • Purchaser means the organization purchasing the goods.

  • Sold Shares shall have the meaning specified in Section 6.

  • Major Stockholder means any such Person.

  • the Buyer means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

  • Stockholder means, with respect to any Person, each holder of Stock of such Person.