Subsidiary Transferor definition

Subsidiary Transferor shall have the meaning set forth in Part I of Appendix C.

Subsidiary Transferor shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part I of Appendix C of the Agreement.

Subsidiary Transferor means each Subsidiary of Seller that holds any of the Transferred Assets or Battery Companies Equity Interests, including the Subsidiaries of Seller listed on Exhibit A under the heading “Subsidiary Transferors.”

Examples of Subsidiary Transferor in a sentence

• Each of Seller and each Subsidiary Transferor has the legal capacity and power to enter into, deliver and perform its obligations under this Agreement and has been duly authorized, in accordance with its Organization Documents, to enter into, deliver and perform its obligations under this Agreement.

• All instruments and documents reasonably required on the part of Seller and any Subsidiary Transferor to effectuate and consummate the transactions contemplated hereby shall be delivered to Purchaser and shall be in form and substance reasonably satisfactory to Purchaser.

• Purchaser shall have received a good standing certificate of Seller, each Subsidiary Transferor and Guarantor, in each case issued by the secretary of state of the state or provincial authority of the province (as applicable) of its formation.

• None of Seller, any Subsidiary Transferor or Guarantor has any liability or obligation for any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

• There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by or, to the Knowledge of Seller, threatened against, Seller, any Subsidiary Transferor or Guarantor.

More Definitions of Subsidiary Transferor

Subsidiary Transferor shall have the meaning set forth in the Part I of Appendix C. “Survival Period” shall have the meaning set forth in Part V of Appendix B.

Subsidiary Transferor means each Subsidiary of Seller that holds any of the Transferred Assets or Auto Care Companies Equity Interests, including the Subsidiaries of Seller listed on Exhibit A under the heading “Subsidiary Transferors.”

Subsidiary Transferor. Pattern Henvey Inlet LP Holdings 2 LP (in respect of Project Company and GP1) Pattern Renewable Holdings Canada ULC (in respect of Property Company and GP3)

Subsidiary Transferor means, with respect to each of Xxxxx Corning and Saint-Gobain, an Affiliate of Xxxxx Corning or Saint-Gobain, respectively, that is the record holder of the outstanding ownership interests in a Contributed Subsidiary.

Subsidiary Transferor means Saint-Gobain or an Affiliate of Saint-Gobain that is the record holder of the outstanding ownership interests in an SG Acquired Subsidiary.

Subsidiary Transferor. Pattern Renewable Holdings Canada ULCPRHC Holdings LP

Subsidiary Transferor. Pattern Renewable Holdings Canada ULC Direct or Indirect Co-Owners of Project Company: Pattern Grand GP Holdings Inc. will distribute by way of dividend to Pattern Renewable Holdings Canada ULC, its sole shareholder, the general partnership interest in Pattern Grand LP Holdings LP (representing a 0.02% economic interest). Pattern Grand LP Holdings LP will then be dissolved as a limited partnership under Ontario law, which shall result in the interests formerly held by Pattern Grand LP Holdings LP being held by Pattern Renewable Holdings Canada ULC such that Pattern Renewable Holdings Canada ULC shall hold a 44.99% limited partnership interest in the Project Company. Pattern Renewable Holdings Canada ULC will then transfer to Purchaser the 44.99% limited partnership interest in the Project Company then owned by it, as well as all of the issued and outstanding shares in the capital of Pattern Grand GP Holdings Inc., being 100 common shares. Pattern Grand Holdings Inc. is the owner of 11,189 Class A Voting Shares, representing 50% of the issued and outstanding shares, in the capital of Grand Renewable Wind GP Inc., the general partner of the Project Company and the owner of a 0.02% general partnership interest in the Project Company. Immediately following the transfer by Pattern Renewable Holdings Canada ULC to Purchaser of the 44.99% limited partnership interest in the Project Company and the 100 common shares in the capital of Pattern Grand GP Holdings Inc., Pattern Grand GP Holdings Inc. shall dissolve under Canadian corporate law such that the Purchaser shall thereafter (i) directly own the 11,189 Class A Voting Shares in the capital of Grand Renewable Wind GP Inc., representing 50% of the issued and outstanding shares, in the capital of Grand Renewable Wind GP Inc., and (ii) indirectly own a 0.01% general partnership interest in the Project Company. Consequently, following the consummation of the transactions described App. C - 1 above, Purchaser will directly hold 50% of the issued and outstanding shares of Grand Renewable Wind GP Inc. and a 44.99% limited partnership interest in the Project Company. Affiliate(s) through which Seller Holds Interests in Project Company (the “Seller Affiliates”): Pattern Grand GP Holdings Inc. Pattern Grand LP Holdings LP Pattern Renewable Holdings Canada ULC