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No Target Company definition

No Target Company has filed a consent under Section 341(f) of the Internal Revenue Code (relating to collapsible corporations) or made any payments, or is or could become obligated under an existing Contract (including a stock option) to make any payments, that are not deductible under Section 280G of the Internal Revenue Code (relating to "golden parachute" payments).
Sample 1
No Target Company has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Internal Revenue Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Internal Revenue Code in the two years prior to the date of this Agreement.
Sample 1
No Target Company has given any power of attorney or other authority (express, implied or ostensible) which is still outstanding or effective to any person to enter into any contract, agreement, arrangement or commitment on its behalf other than to its employees to enter into routine trading contracts and otherwise perform their duties.
Sample 1

Examples of No Target Company in a sentence

  • No Target Company has any self-insurance or co-insurance programs.

  • No Target Company owns or has ever owned any real property or any interest in real property (other than the leasehold interests in the Company Real Property Leases).

  • No Target Company has assumed, contractually or by operation of Law, any Liabilities or obligations under any Environmental Laws.

  • No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

  • No Target Company is in violation of any provision of its Organizational Documents.

  • No Target Company has made any claim against an insurance policy as to which the insurer is denying coverage.

  • No Target Company is in violation of any provision of its Organizational Documents in any material respect.

  • No Target Company currently maintains or has ever maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code.

  • No Target Company is in violation in any material respect of the terms of any Company Permit.

  • No Target Company is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.

Related to No Target Company

  • 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 a Subsidiary of the Company.

  • Group Company means any one of them;

  • Target Companies has the meaning set forth in the recitals.

  • Knowledge of Seller means the actual knowledge after reasonable inquiry of Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxx Xxxxxxxx, Xxxx Xxxxxx and B. Xxxxxx Xxxxx III.

  • Knowledge of Sellers means the actual knowledge of (a) Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxx or Xxxxx Xxxx and (b) Xxxx Xxxxxxx or Xxx Xxxxxxxx with respect to Sections 4.14, 4.17, 4.18, 4.19 and 4.27, in each case after reasonable investigation.

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

  • Knowledge of Seller or Seller’s Knowledge or any other similar knowledge qualification, means the actual or constructive knowledge of any director or officer of Seller, after due inquiry.

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

  • 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.

  • Company Entity means each of the Company and its Subsidiaries.

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

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

  • Material Group Company means the Issuer or a Subsidiary representing more than 10.00 per cent. of either (i) the total assets of the Group on a consolidated basis (for the avoidance of doubt, excluding any intra-group transactions) or (ii) the EBITDA of the Group on a consolidated basis according to the latest Financial Report.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Project Company means Company incorporated by the bidder as per Indian Laws in accordance with Clause no 3.5.

  • Target Group means the Target and its Subsidiaries.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Seller’s Knowledge or any similar phrase means the actual knowledge of Xxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx.

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.

  • Seller Plan means any Employee Benefit Plan maintained, or contributed to, by the Seller, any Subsidiary or any ERISA Affiliate.

  • 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.

  • to Seller’s knowledge or “Seller’s Knowledge” means the present actual (as opposed to constructive or imputed) knowledge solely of Xxxx Xxxxxxx, Vice President, Leasing, and Xxxxxxxx Xxxxxxx, Senior Director of Property Management and regional property manager for this Property, without any independent investigation or inquiry whatsoever.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Disclosure Letter the disclosure letter delivered by Sellers to Buyer concurrently with the execution and delivery of this Agreement.

Most Referenced Clauses

Most Referenced Definitions