Prothena Group definition

Prothena Group means Prothena and each of its subsidiaries, in each case, including any successors thereof, but excluding, for the avoidance of doubt, any member of the Parent Group.
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Prothena Group means Prothena, Neotope Biosciences, Prothena U.S., Onclave, and the other companies that are, or will following Completion be, directly or indirectly, subsidiaries of Prothena;
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Prothena Group means the Company, Neotope Biosciences, Prothena U.S., Onclave and the other companies that are, or following completion of the Demerger (or where applicable completion of the steps required to effect the Reorganization) will be, Subsidiaries of the Company.
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Examples of Prothena Group in a sentence

  • Prothena shall procure that each Prothena Group member shall make such surrenders of Irish Group Relief in respect of any accounting period beginning on or before the Closing Date to any Parent Group member as Parent may, in its sole discretion, direct, provided always that Prothena shall be under no obligation to procure that the Prothena Group make any surrender of Irish Group Relief to the extent that such surrender cannot lawfully be made.

  • All fees and expenses of the Tax Advisor shall be shared equally by Parent and the Prothena Group.

  • For the avoidance of doubt, no payment shall be made by any Parent Group member to any Prothena Group member in respect of any surrender made pursuant to this Section 2.04.

  • Except as otherwise provided in the indemnification provisions contained herein, this Agreement is solely for the benefit of the parties hereto and does not confer on third parties (including any employees of any member of the Parent Group or the Prothena Group) any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement.

  • Any notice to Parent will be deemed notice to all members of the Parent Group and any notice to Prothena will be deemed notice to all members of the Prothena Group.

  • For the avoidance of doubt, the Prothena Group shall have no claim against the Parent Group (whether pursuant to the terms of this Agreement or otherwise) to the extent that any Tax Attributes of the Prothena Group available to the Prothena Group as of the Closing Date are subsequently determined to be invalid or are otherwise not available to any Prothena Group member.

  • For the avoidance of doubt, the Parent Group’s right to indemnification for Transaction Taxes shall be determined without regard to whether the Prothena Group satisfies any or all of the requirements of this Section 4.02(d).

  • In connection therewith, Elan undertakes to Prothena at any time and from time to time on or after Completion to execute and deliver (or procure the execution and delivery by another Elan Group Company) of all such instruments of assumption and acknowledgements or take such other action as Prothena may reasonably request in order to effect the release and discharge in full of each member of the Prothena Group from any Prothena Group Company Guarantee to which it is a party.

  • Such Information shall, if requested by Prothena (or any Prothena Group Company), be provided in such format as was previously adopted by Elan (or any Elan Group Company) in respect of the equivalent Information or such other format as Prothena may reasonably request.

  • If (i) Elan is unable to acquire from such Prothena Group Company any right, title or interest in, to or under such Improperly Transferred Prothena IP reasonably requested by Biogen Idec and (ii) Biogen Idec subsequently acquires such right, title or interest, Elan will reimburse Biogen Idec for all reasonable cost and expenses incurred by Biogen Idec in such acquisition.

Related to Prothena Group

  • MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • SAP Group means SAP Parent and any of its Associated Companies.

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • Brookfield Group means Brookfield and any Affiliates of Brookfield, other than any member of the BREP Group;

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • SpinCo shall have the meaning set forth in the Preamble.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Parent Group has the meaning set forth in Section 8.03(c).

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • DBS Group means DBS Bank Ltd, its subsidiaries, affiliates, branches and related companies.

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

  • Purchaser’s Group means the Purchaser, its subsidiaries and subsidiary undertakings, any holding company of the Purchaser and all other subsidiaries of any such holding company from time to time;

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Designated Group means - i) Black designated groups; ii) Black People; iii) Women; iv) people with disabilities or v) Small enterprise, as defined in Section 1 of National Small Enterprise Act, (102 of 1996)

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

  • Member means a member of the Board;

  • Residentia Group means Residentia Group Pty Ltd of 165 Barkly Avenue Burnley VIC, ACN 600 546 656 in respect of Appliances purchased in Australia;

  • ATS means an alternative trading system, as defined in Rule 300(a)(1) of Regulation ATS under the Exchange Act.

  • VAT Group means a group for the purposes of the VAT Grouping Legislation.