Neither Parent definition

Neither Parent nor Target shall, nor shall they permit their Subsidiaries to, take any action or fail to take any action before or after the Effective Time which action or failure to act would prevent, or would be reasonably likely to prevent, the Merger from qualifying as a reorganization within the meaning of Section 368 of the Internal Revenue Code.
Sample 1Sample 2
Neither Parent nor Sub (nor any other subsidiary of Parent) has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code and subject to Section 355(e) of the Code (i) in the two years prior to the date of the Merger Agreement or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.
Sample 1
Neither Parent s nor Borrower's rights 150 or obligations hereunder nor any interest therein may be assigned or delegated by Parent or Borrower without the prior written consent of all Lenders.
Sample 1

Examples of Neither Parent in a sentence

  • Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer.

  • Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Neither Parent nor Purchaser has enacted or will enact a plan that complies with Rule 10b5-1 under the Exchange Act covering the purchase of any of the shares of the Company’s capital stock.

  • Neither Parent nor Merger Sub is entering into the Transactions with the intent to hinder, delay or defraud either present or future creditors.

  • Neither Parent nor Merger Sub is entering into the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors.

  • Neither Parent nor Merger Sub is in violation of its certificate of incorporation, bylaws or other similar organizational document.

  • Neither Parent nor any of its Subsidiaries is or has been the subject of any investigation or inquiry by any Governmental Body with respect to potential violations of Anti-Bribery Laws.

  • Neither Parent nor any of its Subsidiaries is, or as of immediately prior to the Effective Time will be, required to be registered as an investment company under the Investment Company Act.

  • Neither Parent nor any of its Subsidiaries has filed a petition or request for reorganization or protection or relief under the bankruptcy laws of the United States or any state or territory thereof, made any general assignment for the benefit of creditors, or consented to the appointment of a receiver or trustee, including a custodian under the United States bankruptcy laws, whether such receiver or trustee is appointed in a voluntary or involuntary proceeding.

  • Neither Parent nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Parent and its Subsidiaries).


More Definitions of Neither Parent

Neither Parent nor Sub is an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.
Sample 1
Neither Parent s, the Borrower's nor any Subsidiary's Coal operations on its Coal Properties will be subject to any environmental assessment requirements under the National Environmental Policy Act or any analogous Governmental Regulation or any other environmental review or assessment requirements in excess of environmental review and assessment requirements required in connection with Borrower and its Subsidiaries obtaining any permits or other required items in connection with the Coal Properties.
Sample 1

Related to Neither Parent

  • Other Parent means an individual who, in common with a deploying parent, is:

  • Seller Parent has the meaning set forth in the Preamble.

  • the other party means, with respect to the Company, Parent and means, with respect to Parent, the Company.

  • NOR means the notice of readiness tendered by the Vessel upon arrival of the Vessel at the Place of Destination (unloading port or customary anchorage or area or such other place as the Vessel may be ordered to await unload), if applicable.

  • Buyer Parent has the meaning set forth in the Preamble.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • the/this Agreement means the agreement as set out in this document and the Appendices hereto;

  • Other Parties shall have the meaning set forth in Section 10.7(c).

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

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

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

  • Merger Sub has the meaning set forth in the Preamble.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Ancillary Agreements means the Assignment and Assumption Agreement, the Transfer Instruments, the Transition Services Agreement and any other agreements, documents, instruments and certificates that are to be delivered by any Party or its Affiliates or entered into between or among the Parties or any of their respective Affiliates, in each case, pursuant to this Agreement.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • None means there were not enough English Language Learners to meet the minimum n-size requirement.

  • Parent Parties has the meaning set forth in ARTICLE V.

  • LATA has the meaning given to the term in the Act.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Parent Related Parties means each of Parent, Merger Sub, any of their respective former, current or future equityholders, controlling Persons, limited or general partners, managers, members, Affiliates, directors, officers, employees, agents, attorneys, stockholders, assignees or Representatives.