Delayed Company definition

Delayed Company has the meaning set forth in Section 5.17(a).
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Delayed Company shall have the meaning set forth in Section 7.2(a).
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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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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.

  • 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.

  • 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.

  • 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.

  • 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.

  • If the disposal of any of the Delayed Companies fails to complete, this may have a material adverse effect on the Group insofar as it may create uncertainty for the customers, management and employees of the relevant Delayed Company as to the Group’s future intentions for that Delayed Company.

  • 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.

  • Upon such sale or transfer, all duties and obligations 62 69 of DuPont or any Retained Subsidiary with respect to such Delayed Company shall thereupon cease except as otherwise provided in this Agreement.

  • DONALD NICHOLS RESIGNS AS CHIEF EXECUTIVE OFFICER, TO REMAIN AS CHAIRMAN OF THE BOARD; INTERIM OFFICE OF CEO CREATED Year-End Results Delayed; Company Expects to Restate 1994-1998 Results; Committee Created to Search for Permanent CEO ATLANTA, February 14, 2000 - JDN Realty Corporation (NYSE: JDN) today announced that J.


More Definitions of Delayed Company

Delayed Company has the meaning given in clause 6.3;
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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 shall have the meaning set forth in the Separation Agreement.
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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 an employee of a Subsidiary of the Company, if any.

  • Company Subsidiary means any 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).

  • 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);

  • 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, a current employee of Parent or any of its Subsidiaries.

  • Company Employee Agreement means each management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other Contract between: (a) any of the Company Entities or any Company Affiliate; and (b) any Company Associate, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Company Entity or any Company Affiliate to make any severance, termination, change in control or similar payment or to provide any benefit.

  • 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.