Transferred Subsidiary Shares definition

Transferred Subsidiary Shares means all the issued and outstanding shares of the Transferred Subsidiaries owned by the Share Sellers.
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Transferred Subsidiary Shares has the meaning set forth in Section 4.2(a).
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Transferred Subsidiary Shares has the meaning set forth in Section 3.2(a). 268396434 v29
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Examples of Transferred Subsidiary Shares in a sentence

  • The purchase price for the Transferred Subsidiary Shares and the Transferred Assets shall be $US 537,000,000 (the “Purchase Price”) as adjusted in accordance with the terms of this Agreement.

  • Purchase and Sale of the Transferred Subsidiary Shares 13 SECTION 2.02.

  • The Transferred Subsidiary Shares are not subject to any voting trust agreement or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Transferred Subsidiary Shares.

  • Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, the Share Sellers shall sell to the Purchaser, and the Purchaser shall purchase from the Share Sellers, the Transferred Subsidiary Shares free and clear of all Encumbrances.

  • All of the Transferred Subsidiary Shares have been duly and validly authorized and issued and are fully paid and nonassessable, with no personal liability attaching thereto.

  • There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Transferred Subsidiary Shares or obligating the Transferred Subsidiary or any owner of or the Transferred Subsidiary Shares to issue or sell any shares of capital stock of, or any other equity interest in, the Transferred Subsidiary.

  • There are no phantom stock or similar rights providing economic benefits based, directly or indirectly, on the value or price of the Transferred Subsidiary Shares or any other securities or equity interests of a Transferred Subsidiary.

  • All of the Transferred Subsidiary Shares have been duly authorized and validly issued and are fully paid and non- assessable.

  • On the terms and subject to the conditions set forth herein, in addition to the Purchase Price and as additional consideration for the Transferred Assets and the Transferred Subsidiary Shares, effective as of the Closing, Buyer or, subject to Section 2.12, one or more of its Subsidiaries shall assume and agrees to thereafter pay, discharge and perform when due or payable all the Assumed Liabilities.

  • Xxxxx agrees that it shall acquire the Transferred Subsidiary Shares for investment purposes only and not with a view toward or for offer or sale in connection with any distribution thereof, or with any present intention of offering, distributing or selling any of the Transferred Subsidiary Shares.

Related to Transferred Subsidiary Shares

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

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

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

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

  • 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.

  • 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.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Company Shares means the common shares in the capital of the Company;

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

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

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

  • Membership Interests has the meaning set forth in the recitals.

  • 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.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Contributed Interests has the meaning set forth in the recitals to this Agreement.

  • 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.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • transferred vote means a vote derived from a ballot document on which a second or subsequent preference is recorded for the candidate to whom that ballot document has been transferred, and

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

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

  • Group Business Entity means;

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

  • Newco Shares means the common shares in the capital of Newco;

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

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