Designated Buyer Subsidiary definition

Designated Buyer Subsidiary means a wholly-owned direct or indirect Subsidiary of Buyer that is a private limited company incorporated under the laws of England and Wales.
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Examples of Designated Buyer Subsidiary in a sentence

  • The aggregate purchase price payable by the Designated Buyer Subsidiary to the Designated Seller Subsidiary for the Shares (the “Purchase Price”) shall be an amount equal to (a) the Closing Payment (as determined in accordance with Section 2.3(d)), (b) plus the Buyer Stock Consideration, (c) plus the amount in cash, if any, payable by Buyer to Seller pursuant to Section 2.4(c) or (d) minus the amount in cash, if any, payable by Seller to Buyer pursuant to Section 2.4(c).

  • To the extent Buyer or the Designated Buyer Subsidiary withholds or deducts any amounts in accordance with the previous sentence, and timely pays such amounts to the applicable Tax Authority, such amounts shall be treated as having been paid to the applicable party from whom they were withheld or deducted.

  • Seller wishes to cause the Designated Seller Subsidiary to sell to the Designated Buyer Subsidiary, and Buyer wishes to cause the Designated Buyer Subsidiary to purchase from the Designated Seller Subsidiary, subject to the terms and conditions set forth herein, the Shares and thereby sell to the Designated Buyer Subsidiary the Business.

  • Upon consummation of the transactions contemplated hereby, the Designated Buyer Subsidiary will own all of the Shares, free and clear of all Encumbrances other than any Encumbrances imposed by Buyer (or its nominee or Affiliate) or restrictions on transfer under applicable securities Laws.

  • Such Business Assets shall be transferred to Buyer (or a Designated Buyer Subsidiary) as of the Closing free and clear of all Encumbrances other than Permitted Encumbrances.

  • Such Shares shall be transferred by Seller to Buyer (or a Designated Buyer Subsidiary) as of the Closing free and clear of all Encumbrances.

  • Buyer (or the applicable Designated Buyer Subsidiary) is acquiring the Shares for investment and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling such Shares.

Related to Designated Buyer Subsidiary

  • Qualified buyer means an applicant who meets the criteria in section 4.

  • 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;

  • Seller Affiliate means any Affiliate of Seller.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Designated Affiliate means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

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

  • Non-U.S. Entity means an Entity that is not a U.S. Person.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • 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.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Company Subsidiary means any Subsidiary of the Company.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

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

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

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

  • Subsidiary Entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Seller Parent has the meaning set forth in the Preamble.

  • Purchaser Parent has the meaning set forth in the Preamble.