Subsidiary Sellers definition

Subsidiary Sellers means the Asset Selling Subsidiaries and the Stock Selling Subsidiaries, and each of them individually is referred to herein as a “Subsidiary Seller.”
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Subsidiary Sellers means Vale Exploraciones Chile Limitada and, if the PRCVEA Call Option is timely exercised in accordance with Section 5.18(a), Vale International Holdings GmbH, each of which is a direct or indirect wholly-owned Subsidiary of Parent.
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Subsidiary Sellers shall have the meaning set forth in the preamble.
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Examples of Subsidiary Sellers in a sentence

  • Flexography plates, as the name implies, are made of a soft, flexible material.

  • There are no Governmental Orders and no Actions pending or, to the Company's and Sellers' knowledge, threatened against or affecting the Company, any Subsidiary, Sellers or the Assets which challenge the validity or propriety of any of the transactions contemplated by this Agreement.

  • Each of the Subsidiary Sellers is a direct or indirect wholly-owned Subsidiary of Parent and is the record, legal and beneficial owner of, and holds good, valid and marketable title to, the Subsidiary Shares set forth on Section 3.04(c)(i) of the Sellers Disclosure Schedules, in each case, free and clear of all Encumbrances.

  • Buyer desires to acquire from the Subsidiary Sellers, and Parent desires to cause the Subsidiary Sellers to sell to Buyer, the Subsidiary Shares, upon the terms and subject to the conditions set forth in this Agreement.

  • At least fifteen (15) days prior to the due date for any such Income Tax Return or for any such Consolidated or Combined Return that includes a Company or a Transferred Subsidiary, Sellers shall deliver (or cause to be delivered) a draft copy of each such Return (or, in the case of a Consolidated or Combined Return, a pro forma return limited to the Company or Transferred Subsidiaries that are included in such Consolidated or Combined Return) to Buyer for Buyer’s review and comment.

  • Seller and the Debtor Subsidiary Sellers have agreed to file with the Bankruptcy Court a motion for approval of the transactions contemplated by the Settlement Agreement and this Agreement pursuant to and in accordance with Rule 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Sections 105, 363 and 365 of the Bankruptcy Code.

  • Graco and Graco US Finishing Brands shall, and shall cause the Subsidiary Sellers and the Acquired Subsidiaries to, use commercially reasonable efforts to obtain all third-party consents necessary or desirable in connection with the consummation of the transactions contemplated by this Agreement.

  • To the extent that Sellers or any of their Affiliates control or possess any websites or other property of the Companies or the Company Subsidiary, Sellers shall, promptly after Closing, cause the control or possession of such websites or other property to be provided to Purchaser.

  • After such date, none of the Company, any Subsidiary, Sellers, nor any of their respective Affiliates or Representatives shall have any further rights or liabilities thereunder.

  • Each of the Company, its Subsidiary, Sellers and Buyer hereby irrevocably submit to the jurisdiction of any state court of the State of Delaware or the United States Federal Court in Delaware, and they hereby irrevocably agree that any action may be heard and determined in such Delaware State court or in such Federal Court.


More Definitions of Subsidiary Sellers

Subsidiary Sellers means each of the Freeport Subsidiary Sellers and the Tag-Along Subsidiary Seller (as applicable). For the avoidance of doubt, if the SMMA Participant does not exercise the XXXX Xxxxxxxxxx Tag-Along Right and does not exercise the SMMA Ojos Tag-Along Right or if the Tag-Along Sellers do not become a party to this Agreement in accordance with Section 6.07, each reference to “Subsidiary Seller” or “Subsidiary Sellers” in this Agreement shall mean the Freeport Subsidiary Sellers and no other Person.
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Subsidiary Sellers shall have the meaning set forth in the preamble of this Agreement.
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Related to Subsidiary Sellers

  • 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.

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

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

  • Seller Affiliate means any Affiliate of Seller.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

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

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

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

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

  • 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.

  • 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.

  • 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.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • 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.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Seller has the meaning set forth in the Preamble.

  • Buyer has the meaning set forth in the preamble.

  • 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.

  • 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.

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

  • Subsidiary Shares shall have the meaning specified in Section 6.3 [Subsidiaries].

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