Share Selling Affiliates definition

Share Selling Affiliates means those entities listed in Section 1.1(g) of the Seller Disclosure Schedule.
Sample 1
Share Selling Affiliates means those entities listed in Section 1.1(j) of the Seller Disclosure Schedule. “Shares” means, collectively, all of the issued and outstanding capital stock of the Acquired Companies. “Straddle Period” means, for each of the Phase I Business and the Phase II Business, any taxable period that begins before and ends after the applicable Closing Date. “Subsidiary” means, with respect to a specified Person, any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the 9 happening of a contingency that has not occurred) are held by the specified Person or one or more of its Subsidiaries. “Target Closing Net Cash” means $0. “Target Closing Net Working Capital” means (a) for the Phase I Business, the respective target amounts in local currency for each jurisdiction included in the Phase I Business as set forth in Section 1.1(c) of the Seller Disclosure Schedule and (b) for the Phase II Business, the respective target amounts in local currency for each jurisdiction included in the Phase II Business as set forth in Section 1.1(d) of the Seller Disclosure Schedule. “Tax” means (a) any federal, state, local, foreign or other tax, charge, fee, duty (including customs duty), levy or assessment, including any income, gross receipts, net proceeds, alternative or add-on minimum, corporation, ad valorem, turnover, real property, personal property (tangible or intangible), sales, use, franchise, excise, VAT, stamp, leasing, lease, user, transfer, fuel, excess profits, profits, occupational, premium, interest equalization, windfall profits, severance, license, registration, payroll, environmental (including taxes under Section 59A of the Code), capital stock, capital duty, disability, estimated, gains, wealth, welfare, employee’s income withholding, other withholding, unemployment or social security or other tax of whatever kind (including any fee, assessment or other charges in the nature of or in lieu of any tax) that is imposed by any Governmental Authority, and (b) any interest, fines, penalties or additions resulting from, attributable to, or incurred in connection with any items described in this paragraph or any related contest or dispute. “Tax Contest” means an a...
Sample 1
Share Selling Affiliates shall have the meaning as set forth in preamble (C) of the Agreement.
Sample 1

Examples of Share Selling Affiliates in a sentence

  • The Share Selling Affiliates hold unrestricted legal and beneficial title (uneingeschränkte rechtliche und wirtschaftliche Inhaberschaft) to the Sold Shares as set out in Schedule (B) and the Relevant JV Share Sellers hold unrestricted legal and beneficial title to the Sold JV Shares as set out in Schedule (C) (which sets forth the percentage of outstanding equity of the Sold JV Entity so held).

  • Subject to the terms and conditions of this Agreement, Seller hereby sells and agrees to cause the Share Selling Affiliates to sell the Sold Shares held by the Seller or the respective Share Selling Affiliates as set out in Schedule (B) to Purchaser, and Purchaser hereby agrees to accept this sale, in each case in accordance with the terms and conditions of this Agreement.

  • The Share Selling Affiliates are the sole record holders and beneficial owners of all of the Shares, free and clear of all Encumbrances.

  • Except as will be set forth on Schedule 4.2(a), Seller and each of the Share Selling Affiliates is the beneficial owner of, and has good and valid title to, all the Purchased Shares, free and clear of all Liens other than Permitted Liens and will at Closing be the beneficial owner of, and have good and valid title to, all the Purchased Shares, free and clear of all Liens other than the Permitted Liens.

  • The Share Selling Affiliates are the sole record holders and beneficial owners of all of the Shares, free and clear of all Encumbrances other than Permitted Encumbrances, in the respective amounts set forth in Section 3.4 of the Seller Disclosure Schedule.


More Definitions of Share Selling Affiliates

Share Selling Affiliates means those entities listed in Schedule 15.195, being those Affiliates of Seller who own Purchased Shares.
Sample 1

Related to Share Selling Affiliates

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

  • Acquired Entities means the Company and the Acquired Subsidiaries.

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

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

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

  • Target Companies means the Target and its Subsidiaries.

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

  • Seller Affiliate means any Affiliate of Seller.

  • 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.

  • 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.

  • 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

  • Business Entity/Vendor means any 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 New Jersey or any other state or foreign jurisdiction. The definition also includes (i) if a business entity is a for-profit corporation, any officer of the corporation and any other person or business entity that owns or controls 10% or more of the stock of the corporation; (ii) if a business entity is a professional corporation, any shareholder or officer; (iii) if a business entity is a general partnership, limited partnership or limited liability partnership, any partner; (iv) if a business entity is a sole proprietorship, the proprietor; (v) if the business entity is any other form of entity organized under the laws of New Jersey or any other state or foreign jurisdiction, any principal, officer or partner thereof; (vi) any subsidiaries directly or indirectly controlled by the business entity; (vii) any political organization organized under 26 U.S.C.A. § 527 that is directly or indirectly controlled by the business entity, other than a candidate committee, election fund, or political party committee; and (viii) with respect to an individual who is included within the definition of “business entity,” that individual's civil union partner and any child residing with that person. 1

  • Company Entities means the Company and its Subsidiaries.

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

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

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

  • 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 and its Affiliates from time to time;

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

  • Parent Affiliate means any Person that is (or at any relevant time was) under common control with Parent within the meaning of Sections 414(b), (c), (m) and (o) of the Code, and the regulations issued thereunder.

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

  • Group Companies means the Company and its Subsidiaries.

  • 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.

  • Parent Companies means Parent and its Subsidiaries;

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants. PJM Interchange: