Specified Sellers definition

Specified Sellers means, collectively, the GBL Sellers, the OD Sellers and Frédéric Jousset.
Sample 1
Specified Sellers means, collectively, the GBL Sellers, the OD Sellers and Xxxxxxxx Xxxxxxx.
Sample 1
Specified Sellers means (i) Bluff Point Associates Corp; The XxXxxxxxx/Xxxxxxxx Family Limited Partnership; R. Xxxxxxx X’Xxxxx; Xxxx Xxxxx, Let Xxx and Xxxx Xxxxxx; and (ii) Xxx Xxxxxxxxx and Xxxxx XxXxxxxxxx.
Sample 1

Examples of Specified Sellers in a sentence

  • Prior to the Effective Date of Service, Southern and DYPM (or its Affiliate(s)) shall enter into an agreement for the supply of Gas by DYPM (or its Affiliate(s)) for use by Specified Seller's Resource(s).

  • The Contract Capacity shall not be subject to adjustment during the Term for any reason, including the performance of the Specified Seller's Resources, and re-designation of the Specified Seller's Resources.

  • Southern, or its designee, shall arrange, obtain, contract, and pay for any transmission service required to deliver Contract Capacity and Scheduled Energy (whether from the Specified Seller's Resources or Replacement Seller's Resources) to the Delivery Point.

  • If Southern provides notice that it will cover some portion of the Schedule with Replacement Seller's Resources, within [redacted] after receiving such notice by Southern, DYPM shall offer a delivered price (in $/MMBTU) ("Replacement Gas Price") for the amount of Gas (in MMBTU) that would have been required by the Specified Seller's Resources to produce the energy to be served by Replacement Seller's Resources ("Replacement Gas").

  • This Agreement shall become effective on the Execution Date without regard to the status of the construction of the Specified Seller's Resources, permits relating to the Specified Seller's Resources, or with respect to any other condition that could affect the construction, operation or existence of the Specified Seller's Resources.

  • For any hour in which a Force Majeure Event affecting the Specified Seller's Resources or the facilities up to and at the Interconnection Point(s) is occurring or is continuing, to the extent that such event prevents Southern from delivering Scheduled Energy, Southern shall not be obligated to deliver, and DYPM shall not be entitled to receive, Scheduled Energy.

  • Southern shall perform all of Southern's obligations hereunder relative to Specified Seller's Resources in accordance with Prudent Industry Practices and the terms of this Agreement.

  • During any time for which DYPM has not submitted (or is not permitted to submit) a Schedule or during any time when Scheduled Energy is not provided from the Specified Seller's Resources, Southern shall have the right to dispatch the Specified Seller's Resources for its own purposes to the extent not Scheduled (or permitted to be Scheduled) or Scheduled Energy is not provided from the Specified Seller's Resources, including for the purpose of supplying energy to third parties.

  • Growth in Media revenue to between $2,045 million to $2,105 million and adjusted operating profit to between $170 million to $190 million.

  • Subject to the right of Contest, Southern shall at all times comply with all Laws and Governmental Approvals applicable to Southern and/or to the Specified Seller's Resources necessary for Southern to perform its obligations under this Agreement.


More Definitions of Specified Sellers

Specified Sellers means each of the Sellers listed on Schedule 2 attached hereto.
Sample 1
Specified Sellers means HCI-DSI Holdings, L.L.C., Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and Xxxxx Xxxxx.
Sample 1
Specified Sellers means, collectively, Mr. Arad Naveh, Manakin Investments B.V. and Euro American II LLP. Except as provided in Section 7.3(c), the fee provided for in this paragraph shall be the sole remedy for Acquiror with respect to any such termination of the Agreement, except that Acquiror shall retain all available rights and remedies (whether under this Agreement or otherwise) in the event of any fraud or willful misconduct.
Sample 1
Specified Sellers means [****].
Sample 1

Related to Specified Sellers

  • Specified Sales means (a) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (b) the sale, transfer or other disposition of Permitted Investments described in clause (i) of the definition thereof.

  • Specified Subsidiaries means any of (i) Intermediate, (ii) Dell, (iii) Denali Finance, (iv) Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree), (v) EMC, (vi) any successors and assigns of any of Intermediate, Dell, Denali Finance, Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree) and EMC, (vii) any other borrowers under the senior secured indebtedness and/or issuer of the debt securities, in each case, incurred or issued to finance the Merger and the transactions contemplated thereby and by the related transactions entered into in connection therewith and (viii) each intermediate entity or Subsidiary between the Corporation and any of the foregoing.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Specified Securities means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

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

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Excluded Transactions means:

  • Specified Acquisition Period means, upon Borrower’s election pursuant to Section 6.02(l), (a) the fiscal quarter during which the Borrower or any of its Subsidiaries consummates a Specified Acquisition and (b) the two fiscal quarters immediately following the fiscal quarter described in clause (a); provided, however, that (i) no more than one Specified Acquisition Period may be in effect at any one time, (ii) no Specified Acquisition Period may become effective if the Borrower fails to timely elect such Specified Acquisition Period pursuant to the terms of Section 6.02(l) and (iii) no more than one Specified Acquisition Period may be elected with respect to any particular Specified Acquisition.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • 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.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Second Closing Date means the date of the Second Closing.

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).