Retained Companies definition

Retained Companies means Seller and all of the direct and indirect Subsidiaries of Seller, other than the Group Companies.

Retained Companies means the Partnership, Partnership GP and all of the Midstream Companies.

Retained Companies shall have the meaning ascribed to such term in the ATLS Merger Agreement except that for purposes of this Agreement, such term shall also include each Retained Company’s successors.

Examples of Retained Companies in a sentence

• The Partnership SEC Documents accurately summarize, in all material respects, the outstanding Derivative positions of the Retained Companies, including Hydrocarbon and financial Derivative positions attributable to the businesses of the Retained Companies, as of the dates reflected therein.

• The Retained Companies own or have the right to use all Intellectual Property necessary for the operation of the businesses of the Retained Companies as presently conducted (collectively, the “Partnership Intellectual Property”) free and clear of all encumbrances except for Permitted Encumbrances, except where the failure to own or have the right to use such Intellectual Property would not, individually or in the aggregate, be reasonably expected to have a Partnership Material Adverse Effect.

• Equityholder acknowledges that the geographic scope and duration of the covenants contained in Section 2 are the result of arm’s-length bargaining and are fair and reasonable in light of (i) Equityholder’s contact with the Retained Companies’ business in the Restricted Area, (ii) Equityholder’s association with the goodwill of the Retained Companies and (iii) the Confidential Information of the Retained Companies that Equityholder received and had access to.

• Section 5.1 of the Partnership Disclosure Schedule sets forth a true and complete list of the Retained Companies (other than the Partnership), the Spin-Off Companies and the Partnership’s ownership interest in each Retained Company (other than the Partnership).

• All such Permits are in full force and effect and the Retained Companies are in compliance with the terms of such Permits, except where the failure to be in full force and effect or in compliance would not, individually or in the aggregate, have a Material Adverse Effect on the Retained Companies, taken as a whole.

More Definitions of Retained Companies

Retained Companies means each of the members of the Seller Group, other than the Acquired Companies.

Retained Companies is defined in Section 12.01(b). "Retained Plans" is defined in Section 3.01(O)(i). "Retained Subsidiaries" is defined in Section 12.01(c). "Review Cut-off Time" is defined in Section 8.04. "School" is defined in the recitals to this Agreement. "School Distribution" is defined in the recitals to this Agreement. "School Distribution Agreements" is defined in the recitals to this Agreement. "SEC" means the Securities and Exchange Commission. "Securities Act" is defined in Section 3.01(c)(ii). "Security" means at any time Equity Securities and any shares of any class of capital stock of the Company. "Shares" is defined in Section 1.01. "Special Warrants" is defined in the recitals to this Agreement. "Special Warrant Shares" means shares of Common Stock issuable upon exercise of the Special Warrants. "Subscription Notice" is defined in Section 5.01. "Subsidiary" means, as to any Person, any corporation at least a majority of the shares of stock of which having general voting power under ordinary circumstances to elect a majority of the Board of Directors of such corporation (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency) is, at the time as of which the determination is being made, owned by such Person, or one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries. "Superior Proposal" is defined in Section 8.02(b). "Tax Allocation Agreement" is defined in the recitals to this Agreement. "Tax Returns" is defined in Section 3.01(n)(i). "Taxes" is defined in Section 3.01(n)(i). "Technology" is defined in the recitals to this Agreement. "Technology Distribution" is defined in the recitals to this Agreement. "Technology Distribution Agreement" is defined in the recitals to this Agreement. "Tender Offer" is defined in the recitals to this Agreement. "Tender Offer Statement" is defined in Section 8.07(b). "Termination Fee" is defined in Section 13.09(b). "Total Voting Power" means at any time the total combined voting power in the general election of directors of all the Voting Securities then outstanding. "Transactions" means the execution, delivery and performance of each Transaction Agreement by the Company and the consummation by the Company of the Pre-Distribution Transactions, the Distributions, B-38

Retained Companies means Colt and its Subsidiaries as of immediately prior to the Closing, other than the PLG Subsidiaries.

Retained Companies means Southern Color N.A., Inc., Excalibur Realty Company, Excalibur Realty UK Limited and Chillihurst Limited.

Retained Companies shall have the meaning set forth in Section 4.01 of the Merger Agreement.

Retained Companies means Seller Parent and all of its Subsidiaries other than the Group Companies.

Retained Companies is defined in Section 12.01(b).