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 Schedule 15.195, being those Affiliates of Seller who own Purchased Shares.
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

  • I/we give the Financial Advice Provider express authority to act on my/our behalf with all Insurers in respect of obtaining and servicing insurance products.

  • The Asset Selling Affiliates and the Share Selling Affiliates have the corporate power to own their assets and to operate their respective business as currently conducted.

  • There are no pending actions, lawsuits, investigations or proceedings before or by any Governmental Authority against Seller or any of the Asset Selling Affiliates or Share Selling Affiliates which in any manner challenges or seeks to prevent, delay or materially alter the transactions contemplated by this Agreement (including the Ancillary Agreements), and to the Seller’s Knowledge, no such action, lawsuit, investigation or proceeding has been threatened.

  • 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).

  • Each of the Asset Selling Affiliates and the Share Selling Affiliates is duly established and validly existing under the Laws of the jurisdiction of their respective incorporation.

  • Subject to the Closing and at the Closing Date, Seller shall cause the respective Share Selling Affiliates to transfer (übertragen) and assign the Sold Shares to Purchaser or a Purchaser Designee with effect as of the Closing Date which transfer and assignment Purchaser hereby agrees to accept.

  • 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.

  • Among the key projects of the Hu-Wen administration was the “Building of the new socialist countryside” and the institutionalization of social policies, a majorachievement is the Social Insurance Law that has been passed in 2010.

  • 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 set forth on Schedule 4.2(b), Seller and each of the Share Selling Affiliates is the beneficial owner of, and have good and valid title to, all the Transferred JV Interests, 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 Transferred JV Interests, free and clear of all Liens other than Permitted Liens.


More Definitions of Share Selling Affiliates

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

Related to Share Selling Affiliates

  • 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.

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

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

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

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

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

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

  • Target Companies means the Company 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

  • Company Entities means the Company and the Company Subsidiaries.

  • 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.

  • 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.

  • Controlled Affiliates means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, has Majority Control of or is Majority Controlled by or is under common Majority Control with the Person specified.

  • 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;

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

  • Control Investment Affiliate as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

  • PRC Entities means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

  • 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.