Delayed Company definition

Delayed Company shall have the meaning set forth in Section 5.18(e).
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Delayed Company shall have the meaning set forth in Section 7.2(a).
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Delayed Company shall have the meaning set forth in the Separation Agreement.
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Examples of Delayed Company in a sentence

  • In addition, to the extent that it is contemplated that any Delayed Company Interests are to be conveyed, assigned, transferred and delivered to Buyer pursuant to a Local Purchase Agreement, such Delayed Company Interests shall be conveyed, assigned, transferred and delivered to Buyer pursuant to such Local Purchase Agreement.

  • Notwithstanding the foregoing, neither Seller nor any FH Share Seller makes any representation or warranty that any such consent or approval shall be obtained either prior to, on or after the Closing Date and neither Seller nor any of its Subsidiaries shall have any Liability to Buyer or any of its Subsidiaries for failure to obtain any consent, approval or amendment required to convey, assign, transfer and deliver to Buyer the Delayed Company Interests.

  • Buyer shall indemnify the Seller Indemnified Parties against any Losses arising in connection with the transfer, or attempted transfer, of the Delayed Company Interests, or the FH Shares of the Transferred FH Companies and their Closing Subsidiaries holding Delayed Company Interests, hereunder.

  • The failure to transfer any Joint Venture Interest or equity interests of any Delayed Company, as the case may be, at Closing shall not be taken into account for purposes of determining whether the conditions contained in Section 7.3(a) or Section 7.3(d) shall have been satisfied.

  • Notwithstanding the preceding sentence, employees of a Delayed Company who are Conoco Employees shall only be entitled to the benefit set forth in Section 2.06 hereof to the extent such employees hold DuPont SARs and shall not be entitled to such benefit to the extent such employees hold DuPont Stock Options.

  • Employees of a Delayed Company who are Conoco Employees shall be eligible to participate in any new or existing Conoco employee compensation and benefit plans, subject to the approval of Conoco.

  • The Devonian to Triassic Boundary Range biotite-feldspar-quartz schist (DTBG) forms the southwest boundary to the main Llewellyn Fault, although additional splay faulting to the southwest is expected.

  • The provisions of Section 7.2(a), (b), (c), and (e) shall apply to DuPont and the Retained Subsidiaries, such DuPont Transferred Assets and the conduct of that portion of the Retained Business conducted by such Delayed Company attributable to those Assets to the same extent such provisions are applicable to Conoco and its Subsidiaries, the Transferred Assets and the operation of the Conoco Business pursuant to such subsections.

  • If, following the later to occur of clause (i) and (ii) above (or earlier, with the consent of Conoco), DuPont or the relevant Retained Subsidiary liquidates such Delayed Company, the Net Proceeds of such liquidation shall, if permitted by Law, be remitted to Conoco upon receipt of such Net Proceeds by DuPont or the relevant Retained Subsidiary.

  • During the Interim Period, DuPont and Conoco will, and will 63 70 cause their respective Subsidiaries to, cooperate and to use commercially reasonable efforts to obtain all required approvals of any Governmental Authorities for any sale or transfer of Assets and assumptions of Liabilities of any Delayed Company relating to the operations and conduct of the Conoco Business.


More Definitions of Delayed Company

Delayed Company means each of the entities set forth on Schedule 1(j) to the extent DuPont and its Subsidiaries have not received all necessary consents and approvals of any Governmental Authority which are (x) set forth on Schedule 1(j) and (y) required to transfer the Shares or Assets of any such entity to Buyer or a Buyer Sub pursuant to this Agreement or any Local Purchase Agreement at the Closing.
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Delayed Company means each of the B&K Companies and Asset Sellers to the extent ASD and its applicable Subsidiaries have not received all necessary consents and approvals of any Governmental Authority which are required to transfer the B&K Companies Stock or B&K Assets of any such B&K Company or Asset Seller to Buyer or a Designated Buyer pursuant to this Agreement or any Local Purchase Agreement at the Closing.
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Delayed Company has the meaning given in clause 6.3;
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Related to Delayed Company

  • Combined Company means Holdco and its consolidated subsidiaries after giving effect to the Business Combination.

  • Owner-Employee means a Self-Employed Individual who is a partner and owns more than 10% of either the capital or profits interest of the partnership.

  • Management Company Employee means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • Company Employee means an employee of the Company or any of its Subsidiaries.

  • Company Subsidiary means a Subsidiary of the Company.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "EMPLOYEE BENEFIT PLAN," within the meaning of Section 3(3) of ERISA which is maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent Employee;

  • Business entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Union Employees has the meaning set forth in Section 6.12(a).

  • Disadvantaged Business Enterprise (DBE) means a small business concern pursuant to ORS 200.005(1), which is at least 51 percent owned by one or more socially and economically disadvantaged individuals, or, in the case of any corporation, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals and whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it.

  • Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

  • Company Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company or any Affiliate for the benefit of any Employee, or with respect to which the Company or any Affiliate has or may have any liability or obligation;

  • SpinCo shall have the meaning set forth in the Preamble.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Business Employee means any individual employed by Seller in or in connection with the Business.

  • Parent Employee means any director or any officer or any other employee (full-time or part-time) of any of the Parent Entities.

  • Company Employee Agreement means any management, employment, severance, change in control, transaction bonus, consulting, repatriation or expatriation agreement or other contract between any Group Company and any current or former employee, director or officer of such Group Company.

  • Group Business Entity means;

  • Former Employees means Former Parent Group Employees and Former SpinCo Group Employees.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Transferred Employees has the meaning set forth in Section 6.4(a).

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

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • COP means Code of Practice.