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.
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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

  • 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).

  • 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.

  • 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 or, if applicable, the Designated Seller Subsidiary is the sole record and beneficial owner of each of the Transferred Equity Interests and has good and valid title to the Transferred Equity Interests, free and clear of all Liens, except Liens on transfer imposed under applicable securities Laws.

  • 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.

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

  • Seller (and, if applicable, the Designated Seller Subsidiary) has the requisite corporate or other organizational power and authority to enable it to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

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

  • 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 1.5.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

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

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

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

  • 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.

  • 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 the Company and its Subsidiaries.

  • 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 any Subsidiary of the Company.

  • Buyer has the meaning set forth in the preamble.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Seller Parent 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.

  • Selling Entity means Parent, any Assignee, and each of their controlled Affiliates (including, from and after the Effective Time, the Company) and Sublicensees.

  • 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;

  • Originating Affiliate means an Affiliate of AmeriCredit that has originated Receivables and assigned its full interest therein to AmeriCredit.

  • Buyer Party means Buyer or any Affiliate of Buyer that is a party to any Transaction Agreement.