Minority SPA definition

Minority SPA means the minority share purchase agreement in the agreed form of the same date as this Agreement to be entered into between the Buyer and the Minority Sellers;
Minority SPA means the sale and purchase agreement proposed to be entered into between the

Examples of Minority SPA in a sentence

  • It shall be assumed that no member of the Group shall incur any liability to account for income tax and/or employees NIC under the PAYE system and/or to account for employers NICs as a result of or in connection with the sale and purchase of the MEM Holdings Shares pursuant to the Minority SPA.

  • The Seller shall be liable for and shall, immediately after Completion, pay any stamp duty payable in respect of the acquisition of MEM Holdings Shares pursuant to the Minority SPA.

  • On 27 March 2015 the Company entered into the Majority SPA and Minority SPA to acquire approximately99 per cent.

  • Pursuant to the Purchase Agreement and that certain Minority SPA (as defined in the Purchase Agreement), the Company and the Sellers intend to effect the purchase and sale of substantially all of the shares of the Target (the “Acquisition”).

  • The purchase consideration pursuant to the Minority SPA is S$888,000 (the “Minority Consideration”) and will be payable by cashier’s order or banker’s draft in favour of the Minority Vendor upon completion of the Proposed Minority Acquisition (“Completion”).

  • Agreement, under the Minority SPA and under the Articles and the Drag Notice is completed simultaneously.

  • The Minority SPA is available for inspection during normal business hours at the registered office of the Company at 33 Pioneer Road North, Singapore 628474 for three (3) months from the date of this announcement.

  • Where this paragraph applies, paragraph 7.1 shall apply (subject to the amendments expressly stated therein regarding paragraph 7.2) and the Purchaser shall procure that the Company shall take all reasonable steps to collect such income tax and employee national insurance contributions from the relevant Vendors pursuant to the terms of Schedule 5 of the relevant Minority SPA or otherwise.


More Definitions of Minority SPA

Minority SPA means the agreement, in the Agreed Form, for the sale and purchase of the Minority Shares to be entered into between the Minority Sellers and the Purchaser; "Non-Service ProvidersXxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx X’Xxxxxx and Xxxxxx Xxxxxx; “Option Plans” means the Silixa Ltd 2010 Enterprise Management Incentive Plan and the Silixa Ltd 2020 Enterprise Management Incentive Plan, in each case, as amended from time to time; “Options” means EMI Options and Unapproved Options, or each of them as the case may be; “Ordinary Shares” means the ordinary shares of £0.01 each in the capital of the Target having such rights as set out in the Articles; “Party’s Group” means, in the case of a Party, it and its group undertakings at any relevant time; "PAYE" has the meaning given in Part A of Schedule 5;

Related to Minority SPA

  • Minority Group means any of the following racial or ethnic groups:

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Minority-owned business means a business that is at least 51 percent owned by one or more minority individuals who are United States citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 percent of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals who are United States citizens or legal resident aliens, and both the management and daily business operations are controlled by one or more minority individuals.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Group means any group of investors that is deemed to be a "person" (as that term is used in Section 13(d)(3) of the Exchange Act), by virtue of the Stockholders Agreement, as the same may be amended, modified or supplemented from time to time; provided that no single Person (other than the Principals and their Related Parties) Beneficially Owns (together with its Affiliates) more of the Voting Stock of the Company that is Beneficially Owned by such group of investors than is then collectively Beneficially Owned by the Principals and their Related Parties in the aggregate.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Minority or Women-Owned Business Enterprise means a business enterprise, including a sole proprietorship, partnership or corporation that is:

  • Minority Owned Business Enterprise or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • Minority Business means a business:

  • Minority person means a person who is a citizen or lawful permanent resident of the United States and who is any of the following:

  • Unconsolidated Affiliates means an Affiliate of the Parent Entity or any other member of the Consolidated Group whose financial statements are not required to be consolidated with the financial statements of the Parent Entity in accordance with GAAP.

  • Unconsolidated Affiliate means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

  • MINORITY BUSINESS ENTERPRISE (MBE means an individual, partnership, corporation or joint venture of any kind that is owned and controlled by U. S. Citizens and residents of Ohio, who are and have held themselves out as members of the following socially and economically disadvantaged groups: Blacks, American Indians, Hispanics and Asians. Only businesses certified by the State of Ohio Equal Opportunity Division in accordance with Section 123.151 of the Ohio Revised Code shall be recognized as being MBE certified within the purpose of this invitation.

  • Restricted Group means, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates.

  • Minority Lenders has the meaning provided in SECTION 9.02(c).

  • Permitted Holders means any or all of the following:

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • minority business enterprise means any small contractor or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise, and (3) who are members of a minority, as such term is defined in subsection (a) of Connecticut General Statutes § 32-9n; and

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Investment Affiliate means any Person in which the Consolidated Group, directly or indirectly, has made an Investment and whose financial results are not consolidated under GAAP with the financial results of the Consolidated Group.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • 13D Group means any group of Persons formed for the purpose of acquiring, holding, voting or disposing of Voting Stock that would be required under Section 13(d) of the Exchange Act (as in effect on, and based on legal interpretations thereof existing on, the date hereof), to file a statement on Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Voting Stock representing more than 5% of any class of Voting Stock then outstanding.