Share Selling Affiliate definition

Share Selling Affiliate means Chemtura Organometallics GmbH, a company duly organized and existing in accordance with the laws of the Federal Republic of Germany, registered with the commercial register of the local court (Amtsgericht) Xxxx under HRB 4711.
Sample 1Sample 2Sample 3

Examples of Share Selling Affiliate in a sentence

  • The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule.

  • The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due.

  • The Purchaser hereby waives compliance by the Seller and/or the Share Selling Affiliate with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the transactions contemplated by this Agreement.

  • Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

  • There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares.

  • Section 9.2(d) shall apply mutatis mutandis for any Tax Contest relating to any periods prior to the Closing in which the tax unit between the Share Selling Affiliate and the Acquired Company has been in place.

  • Contemporaneously with the determination of the Final Closing Net Working Capital, if the German GAAP Financial Statements reflect a profit, Purchaser shall pay on behalf of the Acquired Company the amount of the Profit Transfer Claim to the Share Selling Affiliate at the same time as any Final Net Working Capital adjustment payment pursuant to Section 2.6 (which Final Net Working Capital adjustment shall be reduced by the Profit Transfer Claim).

  • If the German GAAP Financial Statements reflect a loss, Seller shall satisfy on behalf of the Share Selling Affiliate the Loss Compensation Claim by paying an amount equal to the Loss Compensation Claim to the Acquired Company, which payment shall be satisfied at the same time as any Final Closing Net Working Capital adjustment payment pursuant to Section 2.6 (which Final Net Working Capital adjustment shall be increased by the Loss Compensation Claim).

  • There are no Contracts to which any Share Selling Affiliate or, to the Seller’s Knowledge, any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares.

  • There are no Contracts to which any Share Selling Affiliate or, to the Sellers’ Knowledge, any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares.

Related to Share Selling Affiliate

  • Trading Affiliate has the meaning set forth in Section 3.2(h).

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

  • Selling Entity means Parent, any Assignee, and each of their controlled Affiliates (including, from and after the Effective Time, the Company) and Sublicensees.

  • Originating Affiliate means an Affiliate of AmeriCredit that has originated Receivables and assigned its full interest therein to AmeriCredit.

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

  • Newly acquired auto means any of the following types of vehicles you become the owner of during the policy period: a. A private passenger auto; or b. A pickup or van, for which no other insurance policy provides coverage, that: (1) Has a Gross Vehicle Weight Rating of 10,000 lbs. or less; and (2) Is not used for the delivery or transportation of goods and materials unless such use is: (a) Incidental to your "business" of installing, maintaining or repairing furnishings or equipment; or (b) For farming or ranching.

  • Participating Affiliate means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

  • Seller Affiliate means any Affiliate of Seller.

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

  • Roll-Up Entity means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

  • Controlling Entity means an entity which owns, directly or indirectly through one or more intermediaries, (i) a general partnership interest or a Controlling Interest of the limited partnership interests in Borrower (if Borrower is a partnership or joint venture), (ii) a manager's interest in Borrower or a Controlling Interest of the ownership or membership interests in Borrower (if Borrower is a limited liability company), (iii) a Controlling Interest of any class of voting stock of Borrower (if Borrower is a corporation), (iv) a trustee's interest or a Controlling Interest of the beneficial interests in Borrower (if Borrower is a trust), or (v) a managing partner's interest or a Controlling Interest of the partnership interests in Borrower (if Borrower is a limited liability partnership).

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

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

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

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

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Group Entity means any of the Company and Subsidiaries of the Company.

  • Group Business Entity means;

  • Buying Entity means an End Procurer as defined in the Guidelines.

  • Investment Company Client means any Investment Company (or series thereof ) as to which the Firm is an investment adviser or investment sub-adviser.

  • Purchaser’s Group means the Purchaser, its subsidiaries and subsidiary undertakings, any holding company of the Purchaser and all other subsidiaries of any such holding company from time to time;

  • Controlled Affiliate means any Affiliate of the specified Person that is, directly or indirectly, Controlled by the specified Person.

  • Selling Group has the meaning ascribed thereto in Section 2.2;

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

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) [replaced by The Companies Act, 2013 (No.18 of 2013)] and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund.