Subsidiary Seller definition

Subsidiary Seller means each Seller party hereto other than Plexus.
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Subsidiary Seller has the meaning specified in the Preamble hereto.
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Subsidiary Seller means IDT Canada Inc.
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Examples of Subsidiary Seller in a sentence

  • After such date neither the Company, any Subsidiary, Seller nor any Affiliate of Seller shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

  • Each of the Seller and the Subsidiary Seller Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder.

  • Each Non-Debtor Subsidiary Seller and, subject to the Bankruptcy Consents, each Debtor Subsidiary Seller has, or prior to the Closing will have, all requisite corporate power and authority necessary to consummate the Transactions.

  • Other than shares of the Subsidiary, Seller does not own, have any direct or indirect interest in or have any right or obligation to acquire directly or indirectly, any shares, capital stock, securities, memberships or other interests having voting or other rights to affect the business and policies of, or ownership interests in, any Person.

  • In the first step, the yik and Ti are used to estimate the Uk: Uk ←ΣiFor each k,Σi Cik(yik — Ti)Cik In the second step, the yik and Uk are used to estimate the Ti: Ti ←ΣkFor each i,Σk Cik(yik — Uk)Cik Σ Σ — —Each iteration reduces i k Cik(yik Uk Ti)2.

  • The Guarantor, as the owner, directly or indirectly, of at least 50.1% of the outstanding shares of each Subsidiary Seller, acknowledges and agrees that it derives benefit from the purchase of Receivables from such Subsidiary Seller by the Purchaser pursuant to this Agreement.

  • Purchaser further agrees that, as to all communications among W&S and the Company, its Subsidiary, Seller and/or any of its post-Closing Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by Purchaser, the Company or the Company’s Subsidiary.

  • This guaranty is an irrevocable, absolute, present and continuing guaranty of prompt performance, and is in no way conditional or contingent upon any attempt to collect from or bring action against any Subsidiary Seller, or perfect or enforce any security or upon any other action, occurrence or circumstance whatsoever.

  • Except for the transactions contemplated by this Agreement, there are no outstanding contractual or other rights or obligations to or of any Company, any Company Subsidiary, Seller or any other Person to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of any Company Subsidiary.

  • Buyer acknowledges that Seller and its Affiliates have given Buyer access to key employees, documents and facilities of the Company and its Subsidiaries and, to the extent related to the Company or any Subsidiary, Seller and its Affiliates.


More Definitions of Subsidiary Seller

Subsidiary Seller has the meaning ascribed to it in the Preamble of this Agreement.
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Subsidiary Seller has the meaning set forth in the Recitals.
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Subsidiary Seller has the meaning set forth in the preamble.
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Subsidiary Seller has the meaning set forth in the Equity Purchase Agreement.
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Subsidiary Seller means each of the Subsidiaries of Parent that has any right, title or interest in (i) any Other Acquired Assets or (ii) any Acquired Equity Interests, including such Affiliates as are listed on Schedule 1.1(l), and “Subsidiary Sellers” means all of such Subsidiaries.
Sample 1

Related to Subsidiary Seller

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

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

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Subsidiary Entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Subsidiary Security Agreement means the Subsidiary Security Agreement executed and delivered by existing Subsidiary Guarantors and Administrative Agent on the Closing Date and to be executed and delivered by any additional Subsidiary Guarantors from time to time thereafter in accordance with subsection 6.8, substantially in the form of Exhibit XVII annexed hereto, as such Subsidiary Security Agreement may be amended, supplemented or otherwise modified from time to time.

  • Seller Affiliate means any Affiliate of Seller.

  • Subsidiary Stock means, with respect to any Person, the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of any Subsidiary of such Person.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.

  • Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

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

  • Purchasing Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Subsidiary Agreement means the agreement referred to in Section I.B of Schedule 2 to this Agreement pursuant to which the Recipient shall make part of the proceeds of the Financing available to the Project Implementing Entity.

  • Primary Seller means the Seller whose Bid City selected as the principal supplier of the Goods and/or Services required under this Agreement.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Borrowing Subsidiary Agreement means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Seller has the meaning set forth in the Preamble.

  • 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