GSK Parent definition

GSK Parent means GSK plc, a public limited company incorporated under the laws of England and Wales with company number 03888792.
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GSK Parent has the meaning set forth in the preamble of this Agreement.
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GSK Parent means GlaxoSmithKline plc and, following a Change in Control, any person or group that becomes the beneficial owner of more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of GSK or the party into which the then GSK Parent merges or to which it conveys, transfers or leases all or substantially all of its assets (other than to a wholly-owned subsidiary of GSK Parent).
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Examples of GSK Parent in a sentence

  • GSK Parent is a corporation duly organized, validly existing and in good standing under the Laws of England and Wales.

  • GSK Parent and JVCo shall, and shall cause their respective Affiliates to, reasonably cooperate to timely prepare and file any Tax Returns or other filings relating to such Transfer Taxes and to minimize any such Transfer Taxes.

  • The Parties agree that nothing in this Agreement shall limit the rights or obligations of Pfizer, GSK Parent or JVCo under the SAPA, other than as between GSK Parent and JVCo as expressly set forth in the body of this Agreement (which for the avoidance of doubt, shall not include any provisions of the schedules which conflicts with the principles set forth in the body of this Agreement).

  • Except as otherwise set forth in this Agreement, GSK Parent shall retain, and none of JVCo, any of the Transferees or any of their respective Subsidiaries shall assume or be responsible for, pursuant to this Agreement, any Liabilities of GSK Parent or any of its Affiliates (excluding JVCo and its Subsidiaries) other than the Assumed Consumer Healthcare Business Liabilities (“GSK Retained Liabilities”).

  • GSK Parent intends to undertake an indirect demerger of its interest in its consumer healthcare business pursuant to the demerger agreement (“Demerger Agreement”) between GSK Parent and Haleon Parent dated on or about the date of this Agreement, for the purpose of benefiting both its Consumer Healthcare Business and the GSK Business (the “Demerger”).

  • Each of GSK Parent and the other Transferors and their respective Affiliates (other than JVCo and its Subsidiaries) disclaims any and all representations and warranties, whether express or implied, except for the warranties contained in this Article 9 or in any Ancillary Implementing Agreement.

  • No broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of GSK Parent for which JVCo or any of its Affiliates (including, after the Relevant Closing, the Conveyed Subsidiary) would be liable.

  • The execution and delivery by GSK Parent of this Agreement and each such Ancillary Implementing Agreement, and the performance by GSK Parent of its obligations hereunder and thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate action.

  • In February 2002, the Court sustained the demurrer of the Individual Defendants to all causes of action pleaded against them.

  • Notwithstanding anything to the contrary contained in this Agreement, neither GSK Parent, the other Transferors nor any of their respective Affiliates (other than JVCo and its Subsidiaries) makes any express or implied representation or warranty with respect to Excluded Assets, the GSK Business or the GSK Retained Liabilities.

Related to GSK Parent

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;

  • Natural parent means a minor's biological or adoptive parent, and includes the

  • Foster parent means an individual who operates a home that has been approved by the Department to provide care for an unrelated child or young adult placed in the home by the Department.

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Parent Parties means Parent and Merger Sub.

  • Lender Parent means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • WFS means Xxxxx Fargo Securities, LLC and its successors.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Permitted Parent means (a) any Parent Entity that at the time it became a Parent Entity was a Permitted Holder pursuant to clauses (1), (2) and (3) of the definition thereof; provided that such Parent Entity was not formed in connection with, or in contemplation of, a transaction (other than the Transactions) that would otherwise constitute a Change in Control and (b) Holdings, so long as it is controlled by one or more Persons that are Permitted Holders pursuant to clause (1), (2), (3) or (4) of the definition thereof.

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

  • Common parent, , as used in this provision, means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member.

  • CBI means Central Bureau of Investigation

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • SPEX means Special Licensure Examination prepared by the Federation of State Medical Boards and administered by a licensing authority in any jurisdiction. The passing score on SPEX is 75.

  • OPWC means the Ohio Public Works Commission created pursuant to Revised Code Section 164.02.

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • SoftBank means SoftBank Group Corp.

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

  • CBC means the Collective Bargaining Committee

  • Merger Sub has the meaning set forth in the Preamble.