Purchasing Subsidiary definition

Purchasing Subsidiary has the meaning specified in Section 403.
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Purchasing Subsidiary means a company that wishes to purchase shares of a corporation of which it is a subsidiary.
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Purchasing Subsidiary means any direct or indirect subsidiary of the Buyer in which the Buyer owns a majority of the voting equity.
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Examples of Purchasing Subsidiary in a sentence

  • Pursuant to the terms set forth in the Arrangement Agreement, Mattel indirectly acquired, through the Purchasing Subsidiary, 100% of the issued and outstanding common shares and warrants of MEGA Brands for total cash consideration of $454.9 million, including payment for cash acquired of $31.6 million.

  • Purchaser will notify USDATA and SCP upon (i) a disposition by Purchaser of the stock of the Purchasing Subsidiary within the meaning of Treasury Regulation Section 1.367(a)-8(e)(1) or Treasury Regulation Section 1.367(a)-8(e)(2) or (ii) a disposition by Purchaser of substantially all of the Acquired Assets within the meaning of Treasury Regulation Section 1.367(a)-8(e)(3); provided, however, that no such notice shall be required if such disposition occurs more than five years following the Closing.

  • The obligation of Purchaser to consummate, or to cause the relevant Purchasing Subsidiary to consummate, the Initial Closing is subject to the satisfaction (or waiver by Purchaser in whole or in part, except the conditions set forth in Sections 8.01(b)(i)(A-B) and 8.01(b)(iii), each of which is not capable of being waived) of the conditions set forth below in this Section 8.01.

  • Any subsidiary or affiliate of Purchaser referred to in the preceding sentence is referred to herein as a "Purchasing Subsidiary." Any purported assignment or delegation in violation of this Section 10.3 will be null and void and of no force and effect.

  • Each of the Purchaser and Purchasing Subsidiary has not taken any action or failed to take any action, which action or failure would preclude or prevent the Purchaser or Purchasing Subsidiary, as the case may be, from conducting its business, performing its obligations hereunder and consummating the transactions contemplated hereby.

  • If an Assumed Contract pertains to the Business sold and at the same time also to the business retained by the Selling Subsidiary, such contract shall not be treated as an Assumed Contract in its entirety but shall be split between Selling Subsidiary and Purchasing Subsidiary and shall be regarded partially as Assumed Contract, partially as Excluded Contract.

  • The trade would be executed at the price at which the order matches the price tendered by the beneficial owners and that price would be the Buy-back price for that beneficial owner.

  • If such split is not possible the contract shall be retained by the Selling Subsidiary and the benefits and costs of such contract shall be split internally between the Selling Subsidiary and the Purchasing Subsidiary.

  • Except as otherwise expressly provided in this Agreement or the other Transaction Agreements, neither Purchaser nor any Purchasing Subsidiary shall have any proprietary or other ownership interest or claim with respect to any assets relating to or underlying any Transferred Contract, including intellectual property.

  • Nothing contained in this Agreement will be construed to create a partnership, agency or similar relationship between Purchaser or any Purchasing Subsidiary and Seller or any Assigning Subsidiary.


More Definitions of Purchasing Subsidiary

Purchasing Subsidiary means any Subsidiary of Grantor that, with the consent of Grantee, hereafter assumes the obligations of Grantor under either or both of the Sales Agreements.
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Purchasing Subsidiary means a company that wishes to purchase shares of a corporation of which it is a subsidiary.Subsidiary may purchase shares of parent85 Subject to section 86 and unless its articles provide otherwise, a subsidiary may purchase or otherwise acquire shares of a corporation of which it is a subsidiary.Purchase prohibited when insolvent86 (1) A subsidiary must not purchase any of the shares of its parent corporation if there are reasonable grounds for believing that
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Purchasing Subsidiary means a wholly-owned Subsidiary of Borrower organized solely to make a single Permitted Non-Recourse Acquisition.
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Purchasing Subsidiary as defined in the "Whereas" clauses.
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Related to Purchasing Subsidiary

  • Purchasing Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

  • Purchasing group means any group which:

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Purchasing Borrower Party means Holdings or any subsidiary of Holdings.

  • Participating Subsidiary means a Subsidiary which has been designated by the Administrator as covered by the Plan.

  • Purchasing Member means a municipal utility which purchases electricity from a municipal electric cooperative association of which it is a member.

  • Purchasing CLO shall have the meaning set forth in Section 16.3(d) hereof.

  • Financing Subsidiary means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.

  • Purchasing Manager means the person duly authorized to enter into and administer Contracts and make written determinations with respect to the Contract or his or her designee.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • Purchasing Party means a Party requesting or receiving a Service from the other Party under this Agreement.

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Purchasing Card or “P-Card” means The State of West Virginia’s Purchasing Card program, administered under contract by a banking institution, processes payment for goods and services through state designated credit cards.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Eligible Subsidiary means each Subsidiary of the Parent set forth on Exhibit A hereto, as the same may be updated from time to time with Laurus’ written consent.

  • Designated Affiliate means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Purchasing Agent means the head of the City’s Purchasing Division, or a designated contact person acting for him or at his direction.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.