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

  • 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.

  • The Parent Group shall be liable for any Transfer Taxes, except to the extent that such liability would not have arisen but for a voluntary transaction, action or omission carried out, effected or made by any Prothena Group member at any time after the Demerger.

  • 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.

  • In the case of any Transfer Taxes which have given rise to a claim by the Prothena Group under Section 2.03(a) or (b), if the Prothena Group subsequently receives a Refund of any such Transfer Taxes, Prothena shall remit, within 30 days, to Parent the Refund received by the Prothena Group net of Taxes or other expenses incurred by the Prothena Group in connection with the Refund.

  • Pursuant to this Agreement, each member of the Parent Group and the Prothena Group shall cooperate fully with all reasonable requests from the other parties in connection with the preparation and filing of Tax Returns and Adjustment Requests, the resolution of Tax Contests and any other matters covered herein.

  • 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.

  • 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).

  • 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.

  • If, with respect to any Prothena Group Tax, the Parent Group (or any member thereof) subsequently receives (or realizes) a Refund, it shall remit to Prothena, within 30 days, the amount of such Refund net of any Taxes or other expenses incurred by the Parent Group (or any member thereof) in connection with the Refund.

  • Except as required by any Transaction Document, Prothena shall not cause or permit any Prothena Group member to take any action on the Closing Date other than in the ordinary course of business, including the sale of any assets, distribution of any dividend or making of any Tax election.

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 Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law.

  • 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 has the meaning set forth in Section 7.06(h)(iii).

  • 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 and its Affiliates 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 the 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 (except members of the Group);

  • 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.

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