Target Representative definition

Target Representative has the meaning given to it in Clause 13.4;
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Target Representative has the meaning set forth in the preamble.
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Target Representative has the meaning given to it in Clause 12.3; “Target Shareholders” means the holders of the Target Shares;
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Examples of Target Representative in a sentence

  • For purposes of this Article VIII, (i) if Holdings (or any other Holdings Indemnitee) comprises the Indemnified Party, any references to Indemnifying Party (except provisions relating to an obligation to make payments) shall be deemed to refer to Target Representative, and (ii) if Holdings comprises the Indemnifying Party, any references to the Indemnified Party shall be deemed to refer to Target Representative.

  • Immediately prior to the Closing, the Parties (other than the Target Representative) and their respective counsel shall participate in a teleconference to confirm the satisfactory receipt of the deliveries set forth in Section 2.3 of this Agreement and to authorize the Closing and the delivery and performance of this Agreement and the other Transaction Documents.

  • The Target Representative, the Target Company and Holdings shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its Subsidiaries.

  • Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target Representative, the Target Company or Holdings (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

  • Holdings agrees to give written notice to Target Representative of the receipt of any written notice by the Target Company, Holdings or any of Holdings’ Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be sought by Holdings pursuant to this Article VI (a “Tax Claim”); provided, that failure to comply with this provision shall not affect Holdings’ right to indemnification hereunder.

  • Target Representative and Holdings shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non- defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

  • The Target Company’s reasonable, documented, out-of-pocket fees and expenses related to the preparation of the Target Company’s audited financial statements in connection with SPAC Merger or of an IPO shall be paid by Holdings or its Affiliates to the Target Representative, up to $100,000, for further distribution to the Target Company Members, at the closing of a SPAC Merger or at the effective time of an IPO, as the case may be.

  • Any payment received by Target Representative as the Indemnified Party shall be distributed to the Target Company Members in accordance with this Agreement.

  • ASPEN AVIONICS, INC By: /s/ Jxxxxx Xxxxx Xy: /s/ Jxxx Xxxxxxx Jxxxxx Xxxxx, Jxxx Xxxxxxx, XEO President and CEO ASPEN MERGER SUB, LLC JXXX XXXXXXX, xxxely in his capacity as Target Representative By: /s/ Jxxxxx Xxxxx /s/ Jxxx Xxxxxxx Jxxxxx Xxxxx, Jxxx Xxxxxxx, xxxividually President AIRO GROUP HOLDINGS, INC.

  • JXXXXXX XXXXXX, solely in his capacity as Target Representative By: /s/ Jxxxxx Xxxxx /s/ Jxxxxxx Xxxxxx Jxxxxx Xxxxx, Jxxxxxx Xxxxxx, individually Chief Executive Officer AIRO GROUP HOLDINGS, INC.


More Definitions of Target Representative

Target Representative as defined in Section 12.10.
Sample 1

Related to Target Representative

  • Project Representative means the individual(s), including but not limited to the Resident Engineer, to whom the Authority Representative has delegated Project responsibilities. If a Project Representative is appointed, the Project Representative represents the Authority Representative on the Project within the limits of that delegation with respect to any part of the Work.

  • District Representative means the Superintendent of the District, or any other person authorized by the Governing Board of the District to act on behalf of the District under or with respect to this Facilities Lease.

  • Parent Representatives has the meaning set forth in Section 5.2(a).

  • Independent representative means a person who:

  • Management Representative means an individual designated to hear grievances on behalf of the University.

  • Department Representative means the Manager, Engineering Operations, or designate, who shall represent the Landscape Operations Section for the purposes of this Agreement, or such other person who may be subsequently appointed in writing by the Department Representative and so notified to the Contractor;

  • Designated Contract Representative(s) means those individual(s) designated by the Contractor on the Pre-Work form during the Pre-Work Conference.

  • public representative means an individual who is not a member, former member, student or former student of any accounting body;

  • Procurement Representative means the person authorized by ULA’s cognizant procurement organization to administer and/or execute this Contract.

  • Company Representatives shall have the meaning set forth in Section 6.5(a).

  • Resident Representative means (if any) the individual (or, if permitted in accordance with the Companies Acts, the company) appointed to perform the duties of resident representative set out in the Companies Acts and includes any assistant or deputy Resident Representative appointed by the Board to perform any of the duties of the Resident Representative;

  • Principal’s Representative means the person nominated by the Principal or other person from time to time appointed in writing by the Principal to act as the Principal’s Representative for the purposes of the Contract.

  • Company Representative means the person or persons appointed and approved in writing from time to time by the Company to act on its behalf for overall co- ordination.

  • Authority’s Representative means the individual authorised to act on behalf of the Authority for the purposes of the Contract.

  • Representative sample means a sample of a universe or whole (e.g., waste pile, lagoon, ground water) which can be expected to exhibit the average properties of the universe or whole.

  • Authorized Company Representative means any person who, at the time, shall have been designated to act on behalf of the Company by a written certificate furnished to the Issuer, the Remarketing Agent and the Trustee containing the specimen signature of such person and signed on behalf of the Company by any officer of the Company. Such certificate may designate an alternate or alternates.

  • LOCKHEED XXXXXX Procurement Representative means a person authorized by LOCKHEED XXXXXX'x cognizant procurement organization to administer and/or execute this Contract.

  • Estate Representative means an executor, an administrator, an administrator with the will annexed, a liquidator, or an estate trustee with a will or without a will, whether one or more than one is so appointed;

  • Holders’ Representative means the Holders’ Representative named in the first paragraph of this Agreement or any direct or indirect successor Holders’ Representative designated in accordance with Section 6.3.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Contractor’s Representative means the individual authorised to act on behalf of the Contractor for the purposes of the Contract. The initial Contractor’s representative is as indicated in the Form of Agreement.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Holder Representative has the meaning specified in Section 11.1.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Debt Representative means, with respect to any Indebtedness that is secured on a pari passu basis with, or on a junior basis to, the Term Loans, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.