Neither Parent definition

Neither Parent nor Target shall, nor shall they permit their Subsidiaries to, take any action or fail to take any action before or after the Effective Time which action or failure to act would prevent, or would be reasonably likely to prevent, the Merger from qualifying as a reorganization within the meaning of Section 368 of the Internal Revenue Code.
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Neither Parent nor Sub (nor any other subsidiary of Parent) has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of the Merger Agreement or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.
Sample 1
Neither Parent s nor Borrower's rights 150 or obligations hereunder nor any interest therein may be assigned or delegated by Parent or Borrower without the prior written consent of all Lenders.
Sample 1

Examples of Neither Parent in a sentence

  • Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer.

  • Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Neither Parent nor Purchaser has enacted or will enact a plan that complies with Rule 10b5-1 under the Exchange Act covering the purchase of any of the shares of the Company’s capital stock.

  • Neither Parent nor Merger Sub is in material breach or violation of its respective Organizational Documents.

  • Neither Parent nor Merger Sub is entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors.

  • Neither Parent nor SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares.

  • Neither Parent nor Purchaser believes that Rule 13e-3 will be applicable to the Merger.

  • Neither Parent nor Merger Sub is entering into the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors.

  • Neither Parent nor Merger Sub is in violation of its certificate of incorporation, bylaws or other similar organizational document.

  • Neither Parent nor any of its Subsidiaries is or has been the subject of any investigation or inquiry by any Governmental Body with respect to potential violations of Anti-Bribery Laws.


More Definitions of Neither Parent

Neither Parent s, the Borrower's nor any Subsidiary's Coal operations on its Coal Properties will be subject to any environmental assessment requirements under the National Environmental Policy Act or any analogous Governmental Regulation or any other environmental review or assessment requirements in excess of environmental review and assessment requirements required in connection with Borrower and its Subsidiaries obtaining any permits or other required items in connection with the Coal Properties.
Sample 1
Neither Parent nor Sub is an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.
Sample 1

Related to Neither Parent

  • Other Parent means an individual who, in common with a deploying parent, is:

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

  • the other party means, with respect to the Company, Parent and means, with respect to Parent, the Company.

  • NOR means the notice of readiness tendered by the Vessel upon arrival of the Vessel at the Place of Destination (unloading port or customary anchorage or area or such other place as the Vessel may be ordered to await unload), if applicable.

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

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • 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.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • the/this Agreement means the agreement as set out in this document and the Appendices hereto;

  • Other Parties shall have the meaning set forth in Section 10.7(c).

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

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

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

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

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

  • Parent Subsidiary means any Subsidiary of Parent.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • None means there were not enough English language learners to meet the minimum n-size requirement.

  • Parent Parties means Parent and Merger Sub.

  • LATA means Local Access and Transport Area as defined in the Act.

  • Express Waiver I desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc.) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS.

  • Parent-subsidiary relationship means a relationship that exists when one corporation directly or indirectly owns shares possessing more than 50 percent of the voting power of another corporation.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Parent Related Parties means each of Parent, Merger Sub, any of their respective former, current or future equityholders, controlling Persons, limited or general partners, managers, members, Affiliates, directors, officers, employees, agents, attorneys, stockholders, assignees or Representatives.