Surviving Company Business definition

Surviving Company Business means the business, operations and activities of the Dividing Company prior to the Division Effective Time other than the Specified Business.
Sample 1Sample 2Sample 3
Surviving Company Business means (a) with respect to the Surviving Company’s B&H Maintenance and Construction, Inc. subsidiary, all business of such subsidiary or, if such subsidiary is merged with or into a subsidiary of Parent, all business of such subsidiary of Parent, and (b) with respect to the Surviving Company and its other subsidiaries, any product, service or other offering of the Surviving Company or any of its subsidiaries existing as of the date of this Agreement or any extensions thereof that are reasonably related to such existing business lines, and new business lines which the Board of Directors of Parent authorizes.
Sample 1

Examples of Surviving Company Business in a sentence

  • Except where such condition or sufficiency would not constitute, individually or in the aggregate, a Surviving Company Material Adverse Effect, Surviving Company's physical assets are sufficient for the operation of the Surviving Company Business as presently conducted, are in good condition and repair for their intended use in the ordinary course of business and conform in all material respects with all applicable ordinances, regulations and other laws and there are no known latent defects therein.

  • Surviving Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority and any necessary governmental approval to own, lease and operate its properties and to carry on the business of the development, design, production and marketing of millimeter wave outdoor units, radio frequency heads, transceiver modules and specialized antennas (the "Surviving Company Business").

  • Copies of both documents are available (free of charge) from the Ofgem library, 9 Millbank, London SW1P 3GE (020 7901 7003) or the Ofgem website (www.ofgem.gov.uk).

  • Any real property owned or leased by Surviving Company is zoned for the Surviving Company Business.

  • Surviving Company has all Permits necessary or appropriate to conduct the Surviving Company Business, except where such failure to have would not constitute, individually or in the aggregate, a Surviving Company Material Adverse Effect.

  • Surviving Company is not subject to any judgment, order or decree entered in any lawsuit or proceeding that has had or that can reasonably be expected to have a material adverse effect on the Surviving Company Business or on its ability to consummate the transactions contemplated hereby.

  • All warranties that have been issued by Surviving Company in connection with the Surviving Company Business are consistent with those offered in the same industry.

  • Surviving Company is not a party to any agreement pursuant to which the conduct of Surviving Company Business requires any payment by Surviving Company or any of its customers at any tier, of any royalty or other payment for the use of any third party Intellectual Property.

Related to Surviving Company Business

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Surviving Company has the meaning set forth in Section 2.1.

  • Company Business means the business of the Company as presently conducted.

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Effective Time has the meaning set forth in Section 2.2.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.

  • Company Subsidiaries means the Subsidiaries of the Company.

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

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Cannabis business means any business activity involving cannabis, including but not limited to cultivating, transporting, distributing, manufacturing, compounding, converting, processing, preparing, storing, packaging, delivering, testing, dispensing, retailing and wholesaling of cannabis, of cannabis products or of ancillary products and accessories, whether or not carried on for gain or profit.

  • Parent Companies means Parent and its Subsidiaries;

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Target Companies means the Target and its Subsidiaries.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Transferred Entities means the entities set forth on Schedule 1.9.