Transitory Subsidiary definition

Transitory Subsidiary shall have the meaning set forth in the first paragraph of this Agreement.

Transitory Subsidiary has the meaning set forth in the preface above.

Transitory Subsidiary shall have the meaning set forth in the recitals.

Examples of Transitory Subsidiary in a sentence

• The Transitory Subsidiary was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

• Each of the Buyer and the Transitory Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation.

• The Surviving Corporation may, at any time after the Effective Time, take any action, including executing and delivering any document, in the name and on behalf of either the Company or the Transitory Subsidiary, in order to consummate the transactions contemplated by this Agreement.

• No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Transitory Subsidiary may assign its rights, interests and obligations hereunder to an Affiliate of the Buyer.

• This Agreement has been duly and validly executed and delivered by the Buyer and the Transitory Subsidiary and constitutes a valid and binding obligation of the Buyer and the Transitory Subsidiary, enforceable against them in accordance with its terms.

More Definitions of Transitory Subsidiary

Transitory Subsidiary means Navigator Acquisition Corp., a Delaware corporation.

Transitory Subsidiary shall have the meaning ascribed to it in the Preamble to this Depositary Agreement.

Transitory Subsidiary means a Subsidiary of Holdings organized solely for the purpose of facilitating a Permitted Acquisition or which was acquired pursuant to a Permitted Acquisition and which immediately after the consummation of such Permitted Acquisition transfers, sells or otherwise disposes of all assets acquired pursuant to such Permitted Acquisition to Company or a Permitted Domestic Subsidiary.

Transitory Subsidiary. As defined in the Recitals of this Agreement. "WARN ACT" - The Workers Adjustment Restraining and Notification Act (Title 29 U.S.C., Chapter 23, Section 2101 et seq. "1933 ACT" - The Securities Act of 1933, as Amended. EXHIBIT A AGREEMENT OF MERGER EXHIBIT B ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made and entered into as of ____________, 2001 (the "Closing Date"), by and among Grexxxx X. Xxxxxxx (xhe "Shareholder Representative"), Heritage Holdings, Inc., a Delaware corporation (the "Buyer"), and _____________________, as escrow agent ("Escrow Agent"). Buyer and Shareholder Representative are entering into this Agreement pursuant to the terms of that certain Agreement and Plan of Merger dated _______, 2001 entered into by and among Buyer, the Company, the Majority Shareholders and the Transitory Subsidiary (the "Merger Agreement"). Capitalized terms used in this Agreement without definition shall have the respective meanings given to them in the Merger Agreement. The parties, intending to be legally bound, hereby agree as follows:

Transitory Subsidiary mean an Alabama corporation to be formed by Buyer as provided in Section 2.1 which shall be merged with and into GCSI on and subject to the terms and conditions of this Agreement.

Transitory Subsidiary has the meaning set forth in the Preamble.

Transitory Subsidiary means Gulf Merger Corporation, an Alabama corporation --------------------- formed by Buyer as provided in Section 2.1 which shall be merged with and into GCSI on and subject to the terms and conditions of this Agreement. The Agreement is amended by deleting Section 2.6(b) and inserting the following, thereby causing Section 2.6(b) to read in its entirety as follows: