Transferred Group definition

Transferred Group means, individually and collectively, each of the Transferred Entities and each of their direct and indirect Subsidiaries.
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Transferred Group means the relevant Shareholder together with its Affiliates, if any, over which control was transferred as part of the same change of control transaction within the meaning of this definition of “Change of Control”;
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Transferred Group has the meaning set forth in Section 2.07.
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Examples of Transferred Group in a sentence

  • In connection with any such Subsequent Separation Agreement and Subsequent Ancillary Agreements, Parent or the other members of the Parent Group shall be entitled to allocate and assign, in whole or in part, to any members of the applicable Transferred Group any of the rights, interests and obligations of Parent or the other members of the Parent Group hereunder or under any Ancillary Agreement relating to or otherwise allocated to the applicable Subsequent Separation Business.

  • No later than the Effective Time, Schlage Lock Company LLC, a Transferred Group Entity, shall have established defined contribution plans that are intended to meet the requirements of Section 401(a) of the Code and a related trust that is intended to meet the requirements of Section 501(a) of the Code for the benefit of Allegion Group Employees and Former Allegion Group Employees (the “Schlage Lock Company LLC 401(k) Plans”).

  • Effective as of the Transferred Group Adoption Date, a Transferred Group Entity shall establish severance arrangements, plans, policies or guidelines to be effective as of the Effective Time (“Allegion Severance Arrangements”) under which Allegion Group Employees who, immediately prior to the Effective Time, are participants in any IR severance arrangement, plan, policy or guideline, shall be eligible to participate immediately following the Effective Time.

  • Effective as of the Effective Time, either the Transferred Group Entity shall remain the plan sponsor of Allegion Severance Arrangements or Allegion shall or shall cause another Allegion Entity to assume the Allegion Severance Arrangements.

  • Effective as of the Effective Time, either the Transferred Group Entity shall remain the plan sponsor of the Allegion UK Pension Plan or Allegion shall cause another Allegion Entity to assume the Allegion UK Pension Plan.

  • There are no outstanding or authorized appreciation, phantom, profit participation or similar rights with respect to any member of the Transferred Group.

  • At Closing, the Transferred Group shall solely and exclusively (beneficially, and of record where applicable) own all the Patents and the Marks, free and clear of all Liens (other than Permitted Liens).

  • Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Transferred Group or any of their respective Affiliates and a third party, other than a party to this Agreement, after the Closing, Buyer and/or a member of the Transferred Group may assert the attorney-client privilege to prevent disclosure of confidential communications by Cadwalader to such third party.

  • Effective as of the Transferred Group Adoption Date, a Transferred Group Entity shall establish severance arrangements, plans, policies or guidelines to be effective as of the Effective Time (“Xxxxxxx Electronics Severance Arrangements”) under which Xxxxxxx Electronics Group Employees who, immediately prior to the Effective Time, are participants in any Xxxxxxx International severance arrangement, plan, policy or guideline, shall be eligible to participate immediately following the Effective Time.

  • Effective as of the Closing, Seller Parent, for and on behalf of itself and its Affiliates, hereby acquits, releases and discharges each entity in the Transferred Group from any and all Liabilities as of the Closing to Seller or any of its Controlled Affiliates (other than the Transferred Group) that arise out of or are in connection with the Transferred Group.


More Definitions of Transferred Group

Transferred Group. Companies” the MDLZ Transferred Group Companies the DEMB Group Companies
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Transferred Group means the relevant shareholder together with its affiliates, if any, over which control was transferred as part of the same change of control transaction within the meaning of the definition of change of control.
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Transferred Group means the Transferred Companies and their Subsidiaries. When referring to the Transferred Group or members of the Transferred Group generally, or to the business or assets of the foregoing, and not to any member of the Transferred Group in its capacity as a legal entity, references to the Transferred Group shall include the Assets.
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Related to Transferred Group

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

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

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Group Business Entity means;

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

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

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

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • Restricted Group means, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

  • 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.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

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

  • Designated Group means - i) Black designated groups; ii) Black People; iii) Women; iv) people with disabilities or v) Small enterprise, as defined in Section 1 of National Small Enterprise Act, (102 of 1996)

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

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

  • Seller Affiliate means any Affiliate of Seller.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Transferred Interests has the meaning set forth in the Recitals.

  • Transferring Employees means employees of the Incumbent Contractor who are wholly or mainly assigned to work in the provision of the Service and who are subject of a Relevant Transfer to the Contractor by virtue of the application of the TUPE Regulations.