Required Company definition

Required Company shall have the meaning set forth in Section 4.02(a) of this Agreement.
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Required Company shall have the meaning set forth in Section 3.02(a). “Responsible Company” means, with respect to any Tax Return, the Company (or member of the Remainco Group or Spinco Group, as applicable) having responsibility for preparing and filing such Tax Return under this Agreement. “Retention Date” shall have the meaning set forth in Section 7.01. “Second Step Merger” shall have the meaning set forth in the Separation Agreement. “Separation” shall have the meaning set forth in the Separation Agreement. “Separation Agreement” shall have the meaning set forth in the Recitals. “Single Business Tax Return” means any Tax Return including any consolidated, combined or unitary Tax Return that reflects or reports Tax Items relating only to the Remainco Retained Business, on the one hand, or the Spinco Business, on the other (but not both). “Spinco” shall have the meaning set forth in the Preamble. “Spinco Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent a member of the Spinco Group would be solely responsible for any resulting Tax or solely entitled to receive any resulting refund under this Agreement. “Spinco Business” shall have the meaning set forth in the Separation Agreement. “Spinco Common Stock” shall have the meaning set forth in the Separation Agreement.
Sample 1Sample 2
Required Company shall have the meaning set forth in Section 3.02(a).
Sample 1

Examples of Required Company in a sentence

  • This Agreement shall have been duly adopted by the Required Company Stockholder Vote.

  • Notwithstanding the foregoing, no covenant is made by the Company with respect to any information supplied by Parent, Merger Sub or any of their Affiliates for inclusion or incorporation by reference in the Proxy Statement or any Other Required Company Filing.

  • The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval.

  • On the date of filing, the date of mailing to the Company Stockholders (if applicable) and at the time of the Company Stockholder Meeting, neither the Proxy Statement nor any Other Required Company Filing will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading.

  • Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will furnish all information concerning it and its Affiliates, if applicable, as the other Party may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement and any Other Required Company Filing or any Other Required Parent Filing.

  • The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

  • If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Merger pursuant to applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company will use its reasonable best efforts to promptly prepare and file such Other Required Company Filing with the SEC.

  • The Company may not file the Proxy Statement or any Other Required Company Filing with the SEC without first providing Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company will give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent or its counsel.

  • This Agreement and the Merger shall have been duly approved by the Required Company Shareholder Vote, and the issuance of Parent Common Stock in the Merger shall have been duly approved by the Required Parent Stockholder Vote.

  • This Agreement shall have been adopted by the Required Company Stockholders.

Related to Required Company

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Company Subsidiary means any Subsidiary of the Company.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

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

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Material Group Company means the Issuer or a Subsidiary representing more than 5.00 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 net profit of the Group on a consolidated basis according to the latest Financial Report.

  • Target Companies means the Company and its Subsidiaries.

  • Material Company means, at any time:

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

  • Company Entity means the Company or one of its Subsidiaries.

  • FMS Means the provision by Cartrack to the Client of a real-time web-based system whereby the Client is able to position, monitor and obtain reports covering various aspects of driver and vehicle performance. This Service only applies where a GPS fleet management Unit is installed and is limited to the Territory, except if the Product specifically incorporates international data roaming, in which case the roaming data service will be provided in specified countries.

  • 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.

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

  • Group Companies means the Company and its Subsidiaries.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Group Company means any one of them;

  • Parent Material Contract shall have the meaning set forth in Section 4.16(a).

  • Company Entities means the Company and the Company Subsidiaries.

  • Company Permits has the meaning set forth in Section 3.12(a).

  • Parent Subsidiary means any Subsidiary of Parent.

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

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

  • CBI means Central Bureau of Investigation

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • 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.

  • Partnership Entities means the General Partner and each member of the Partnership Group.