Seller Holdco definition

Seller Holdco has the meaning provided such term in the recitals of this Agreement.
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Seller Holdco has the meaning set forth in the Preamble.
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Seller Holdco means BHG Founders, Inc., a Florida corporation that is owned by the Seller Holdco Owners.
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Examples of Seller Holdco in a sentence

  • Each of Seller Holdco, Seller and the Bank is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.

  • The limitations set forth in subsections (a) and (b) of this Section 9.4 shall not apply to any Seller, Holdco or Company indemnification obligation (x) arising out of, relating to or resulting from fraud or intentional misrepresentation by Holdco, Company or any Seller;(y) arising out of, relating to or resulting from a breach of any of the Specified Reps; or (z) arising out of, relating to or resulting under Section 9.2(a)(ii), (iii),(iv) or (v).

  • True and complete copies of the Constituent Documents of each Subsidiary of Seller Holdco, each as in effect as of the date of this Agreement, have been made available to Purchaser Bank.

  • Except for the representations and warranties contained in this Agreement (including any certificate or other instrument delivered in connection therewith), neither Purchaser Bank nor any other Person makes any other express or implied representation or warranty on behalf of Purchaser Bank relating to Purchaser Bank, and Parent Seller, Seller Intermediate Holding Company, Seller Holdco and Seller Bank acknowledge the same.

  • Purchaser, Purchaser U.S. Holding Company, Parent Seller and Seller Intermediate Holding Company acknowledge and agree that the Transfer and Purchase shall be treated for U.S. federal income tax purposes as a taxable purchase and sale of the Seller Holdco Capital Stock.

  • Except for any fees that may be due and owing to X.X. Xxxxxx Securities plc and Xxxxxxx Xxxxx Bank Europe or any of their Affiliates, which will be paid by Parent Seller, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Seller Holdco or Seller Bank who might be entitled to any fee or commission from Seller Holdco or Seller Bank in connection with the Transactions.

  • Section 8.1 Conditions to the Obligations of Purchaser, Purchaser Bank, Parent Seller, Seller Intermediate Holding Company, Seller Holdco and Seller Bank.

  • Parent Seller, Seller Intermediate Holding Company, Seller Holdco and Seller Bank shall have received a certificate, signed by a duly authorized officer of Purchaser and dated the Closing Date, to the effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied.

  • There is no Action before any Governmental Authority against Seller Holdco, and, to the Knowledge of Seller Holdco, no such Action has been threatened, and to the Knowledge of Seller Holdco, as of the Amended Signing Date, no such Action has been threatened or commenced that is reasonably likely to impair the ability of Seller Holdco to perform its obligations under the Transaction Documents or otherwise impede or delay the consummation of the Transactions.

  • Since January 1, 2019, each of the Seller Holdco and its Subsidiaries has properly administered in all material respects the accounts for which it acts as a fiduciary, including accounts for which it serves as trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Laws.


More Definitions of Seller Holdco

Seller Holdco has the meaning set forth in the Preamble. “Seller Indemnified Party” has the meaning set forth in Section 8.1(c). “Seller Marks” has the meaning set forth in Section 5.11(a). “Seller Tax Period” means any taxable period ending on or before the Closing Date and, with respect to a Straddle Period, the portion of such taxable period ending on and including the Closing Date. “Seller Tax Return” has the meaning set forth in Section 5.9(b). “Sellers’ Disclosure Schedule” has the meaning set forth in ARTICLE 3. “Sellers’ Fundamental Warranties” means, with respect to the representations and warranties set forth in Section 3.1 (Organization, Standing and Authority), Section 3.2 (Capital Structure) (other than the last sentence of Section 3.2(a)), Section 3.3 (Subsidiary Equity Holdings) and Section 3.4 (Corporate Authorization and Binding Effect) and, solely for purposes of Section 8.1, Section 3.12 (No Brokers). “Shared Software” means all software, firmware and middleware (in each case, in object code and source code) owned by the Bank or any of the Transferred Subsidiaries and used in the businesses of the Seller and its Affiliates (other than the Bank and the Transferred Subsidiaries, but including (i) the businesses conducted by the Bank and the Subsidiaries described in Schedule 4 attached hereto, and (ii) the Excluded Assets and Liabilities). “Shares” has the meaning set forth in the Recitals. “Special Dividend Amount” means an amount equal to the maximum amount approved by the OCC for the declaration and payment of a dividend by the Bank or any other return of, or reduction in, the Bank’s capital in connection with the consummation of the Transactions; provided that (a) the Special Dividend Transaction shall not result in the Estimated Closing TBV being more than the Maximum Closing TBV and (b) if the Special Dividend Transaction would result in the Estimated Closing TBV being less than the Target Closing TBV, then the Special Dividend Amount shall be reduced to an amount so that the Special Dividend Transaction would result in the Estimated Closing TBV being equal to the Target Closing TBV. “Special Dividend Approval” has the meaning set forth in Schedule 3. “Special Dividend Transaction” has the meaning set forth in Section 5.15.
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Seller Holdco has the meaning specified in the introductory paragraph hereof.
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Related to Seller Holdco

  • Holdco has the meaning set forth in the Preamble.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • 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.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Buyer Parent has the meaning set forth in the Preamble.

  • Seller Parent has the meaning set forth in the Preamble.

  • Buyer Group Member means (a) Buyer and its Affiliates, (b) directors, officers and employees of Buyer and its Affiliates and (c) the successors and assigns of the foregoing.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Blocker has the meaning set forth in the preamble.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • US Holdco means any existing or future Domestic Subsidiary the Equity Interests of which are held solely by Foreign Subsidiaries; provided that such existing or newly formed Subsidiary shall not engage in any business or own any assets other than the ownership of Equity Interests in Foreign Subsidiaries and intercompany obligations that are otherwise permitted hereunder.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • 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).

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

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

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Company Shareholder means any holder of any Company Shares.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.