Designated Seller Subsidiary definition

Designated Seller Subsidiary means a wholly-owned direct or indirect Subsidiary of Seller that will hold the Shares as of immediately prior to the Closing.
Sample 1Sample 2Sample 3
Designated Seller Subsidiary means a wholly-owned direct or indirect Subsidiary of Seller that will hold the Shares as of immediately prior to the Closing. “DGCL” means the Delaware General Corporation Law.
Sample 1

Examples of Designated Seller Subsidiary in a sentence

  • Seller (and, if applicable, the Designated Seller Subsidiary) has the requisite corporate or other organizational power and authority to enable it to own the Transferred Equity Interests.

  • 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).

  • The execution, delivery and performance by Seller (and, if applicable, the Designated Seller Subsidiary) of this Agreement and the consummation by Seller (and, if applicable, the Designated Seller Subsidiary) of the transactions contemplated hereby have been duly authorized by all necessary corporate or other organizational action.

  • There are no other agreements to which Seller, the Designated Seller Subsidiary or any of their Affiliates are a party, or among the holders of the Transferred Equity Interests, with respect to the voting or disposition of the Transferred Equity Interests.

  • 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.

  • The execution, delivery and performance by Seller (and, if applicable, the Designated Seller Subsidiary) of each other Transaction Agreement to which it is or will be party and the consummation by Seller (and, if applicable, the Designated Seller Subsidiary) of the Transactions have been, or will be at the Closing, duly authorized by all necessary corporate or other organizational action.

  • Seller, if applicable, or the Designated Seller Subsidiary is the sole member of the Transferred Company.

  • NO CHARGE will be made for activities which are part of the National Curriculum.

  • Seller (and, if applicable, the Designated Seller Subsidiary) has, or will have at the Closing, the requisite corporate or other organizational power and authority to execute, deliver and perform each other Transaction Agreement to which it is or will be party and to consummate the Transactions.

  • Seller (and, if applicable, the Designated Seller Subsidiary) has, or will have at the Closing, duly executed and delivered each other Transaction Agreement to which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by Purchaser or its Affiliate, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy Exceptions.

Related to Designated Seller Subsidiary

  • Seller Affiliate means any Affiliate of Seller.

  • Transferred Entities means the entities set forth on Schedule 1.9.

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

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

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

  • Seller has the meaning set forth in the Preamble.

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

  • Target Companies means, collectively, all of the Company and the Company Subsidiaries and “Target Company” means any of them.

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • 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

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

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

  • Company Subsidiary means a Subsidiary of the Company.

  • Buyer has the meaning set forth in the preamble.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Participating Affiliate means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

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

  • 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;