Parent Divestiture Remedy has the meaning set forth in Section 7.5(b)(iii).
Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.
Terminating Acquiror Breach has the meaning specified in Section 10.01(c).
Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).
Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.
Terminating Company Breach has the meaning specified in Section 10.01(b).
Company Cure Period has the meaning specified in Section 10.01(b).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.
Certified Minority Business Enterprise means a business which has been certified by the certifying organization or jurisdiction in accordance with s. 287.0943(1) and (2).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;
Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment:
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:
Parent Group has the meaning set forth in Section 8.03(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.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Released Entities means released entities as such term is defined
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Cure Period means the period specified in this Agreement for curing any breach or default of any provision of this Agreement by the Party responsible for such breach or default and shall:
Divestiture Assets means all of Defendants’ rights, titles, and interests in and to: