Equity Selling Entity definition

Equity Selling Entity means Seller and each Affiliate of Seller, including those listed as such on Schedule 1.1(a) of the Seller Disclosure Letter, that owns or holds Equity Interests in a Conveyed Entity, and all such entities shall be referred to collectively as the “Equity Selling Entities.”
Sample 1Sample 2Sample 3
Equity Selling Entity means each entity listed as such on Schedule 1.1(a), and all such entities shall be referred to, collectively, as the “Equity Selling Entities”.
Sample 1
Equity Selling Entity means each entity listed as such on Section 1.1(g) of the Seller Disclosure Letter, and all such entities shall be referred to collectively as the “Equity Selling Entities”.
Sample 1Sample 2

Examples of Equity Selling Entity in a sentence

  • Each Equity Selling Entity and Asset Selling Entity has full corporate, company or partnership power and authority to enable it to own, lease or otherwise hold the Purchased Assets owned, leased or otherwise held by it and to conduct the Business as presently conducted by it.

  • Seller shall provide such draft invoice within a reasonable period of time prior to the due date for Seller (or the relevant Equity Selling Entity or Asset Selling Entity) to issue such invoice (taking into account any applicable extensions), and Seller shall reflect on such VAT invoices the required information provided by Purchaser and any reasonable comments submitted by Purchaser.

  • Except as set forth in Section 3.6 of the Seller Disclosure Letter, there are no stockholders’ agreements or voting trusts, proxies or other agreements or understandings to which any Equity Selling Entity is a party or by which Seller is bound with respect to the voting, transfer or other disposition of the Equity Interests of the Transferred Subsidiaries or otherwise related to any Equity Interest of any Transferred Subsidiary.

  • Immediately prior to the close of business on the Closing Date, (i) all Tax allocation or sharing agreements or arrangements existing between any of Seller and the Equity Selling Entity, on the one hand, and a Conveyed Company, on the other hand, shall be terminated; and (ii) amounts due under such agreements or arrangements shall be settled on or prior to the Closing Date in such manner as Seller and Purchaser shall agree.

  • The Equity Selling Entity owns of record and beneficially all of the outstanding Equity Interests of the Conveyed Company listed on Schedule 3.3(b)(i) of the Seller Disclosure Letter, free and clear of all Liens.

  • Except to the extent otherwise required by applicable Law (including pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law)), Seller, each Equity Selling Entity and Purchaser shall (and shall cause their respective Affiliates to) treat any and all payments under this Section 7.7, and Article X as an adjustment to the Purchase Price for Tax purposes.

  • Upon the terms and subject to the conditions set forth herein, at the Closing, Sellers shall cause the Equity Selling Entities to sell, convey, assign, deliver and transfer to Purchaser (or one or more of its permitted assigns), and Purchaser agrees to (or to cause one or more of its permitted assigns to) purchase, acquire and accept from the Equity Selling Entity, free and clear of all Liens, the Equity Interests.

  • Purchaser will pay such VAT to Seller not later than thirty (30) calendar days after Purchaser’s receipt of a valid VAT invoice issued by Seller or the relevant Equity Selling Entity or Asset Selling Entity that complies with the relevant conditions under applicable Law and that is addressed to Purchaser or the relevant Affiliate of Purchaser (as appropriate).

  • The sale of the Purchased Assets by the Asset Selling Entities, together with the sale of the Equity Interests by the Equity Selling Entity, to Purchaser pursuant to this Agreement will, when taken together with the services provided under the Transition Services Agreements, convey to Purchaser all of the assets and properties necessary for the conduct of the Business in all material respects as currently conducted by Sellers, except for the Excluded Assets set forth on Schedule 3.20.

  • From the Reference Date to the date of this Agreement, (i) each Conveyed Company and each Asset Selling Entity has conducted the Business in all material respects in the ordinary course, and (ii) none of Seller, the Equity Selling Entity, any Asset Selling Entity or any Conveyed Company has taken (or omitted to take) any action that would constitute a breach or require a waiver of Section 5.2 if taken (or omitted to be taken) after the date of this Agreement but before Closing.


More Definitions of Equity Selling Entity

Equity Selling Entity shall have the meaning set forth in the recitals hereto.
Sample 1
Equity Selling Entity means the entity listed as such on Schedule 1.1(a) of the Seller Disclosure Letter.
Sample 1
Equity Selling Entity means the entity listed as such on Schedule 1.1(a) of the Seller Disclosure Letter. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. “Evaluation Material” shall have the meaning set forth in Section 5.1(b).
Sample 1
Equity Selling Entity shall have the meaning assigned to such term in the first recital hereto.
Sample 1
Equity Selling Entity means Weatherford Drilling International Holdings (BVI) Ltd., which will sell, transfer and assign the Purchased Equity to Purchaser (or a Designated Affiliate) pursuant to this Agreement.
Sample 1

Related to Equity Selling Entity

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

  • Controlling Entity means an entity which owns, directly or indirectly through one or more intermediaries, (i) a general partnership interest or a Controlling Interest of the limited partnership interests in Borrower (if Borrower is a partnership or joint venture), (ii) a manager's interest in Borrower or a Controlling Interest of the ownership or membership interests in Borrower (if Borrower is a limited liability company), (iii) a Controlling Interest of any class of voting stock of Borrower (if Borrower is a corporation), (iv) a trustee's interest or a Controlling Interest of the beneficial interests in Borrower (if Borrower is a trust), or (v) a managing partner's interest or a Controlling Interest of the partnership interests in Borrower (if Borrower is a limited liability partnership).

  • Merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective.

  • Filing entity means the reporting entity that is required to file a financial

  • Buying Entity means an End Procurer as defined in the Guidelines.

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

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

  • Company Subsidiary means any Subsidiary of the Company.

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

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

  • Managing entity means the managing agent or, if there is no managing agent, the time-share

  • Selling Group has the meaning ascribed thereto in Section 2.2;

  • Company Subsidiaries means the Subsidiaries of the Company.

  • qualifying entity shall have the meaning set forth in Section 5.2.13(b) hereof.

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

  • Contributor means Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

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

  • Seller Affiliate means any Affiliate of Seller.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • 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.

  • 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;

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

  • Selling Partner has the meaning set forth in Section 8.5.

  • Purchasing Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

  • Trading Affiliate has the meaning set forth in Section 3.2(h).