Definitions of Divestiture and Divested Entity Sample Clauses

Definitions of Divestiture and Divested Entity. For purposes of this Agreement, the term "Divestiture" shall mean and include any transaction or series of transactions (including, without limitation, any spin-off, split-off, merger or other business combination, or sale, lease, capital contribution, contractual dedication or other transfer or disposition of securities or assets) pursuant to which all or a majority of either (i) the assets ("Natural Gas Assets") constituting the natural gas and natural gas liquids business as now conducted by Valero Natural Gas Company and its subsidiary corporations and partnerships, or (ii) the assets ("Refining Assets") constituting the refining and marketing business as now conducted by Valero Refining and Marketing Company and its subsidiary corporations, are directly or indirectly owned or controlled by one or more corporations, partnerships, limited liability companies, joint ventures or other Persons which are not wholly owned subsidiaries of the Corporation (referred to herein as a "Divested Entity"). As used herein, the term "control" (and with correlative meaning, the terms "controlled," "controlling" and "controlled by") shall mean the possession, directly or indirectly, of the power to direct, cause the direction of or influence the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
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Definitions of Divestiture and Divested Entity. For purposes of this Agreement, the term "Divestiture" shall mean and include any transaction or series of
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Definitions of Divestiture and Divested Entity. For purposes of this ---------------------------------------------- Agreement, the term "Divestiture" shall mean and include any transaction or series of transactions (including, without limitation, any spin-off, split-off, merger or other business combination, or sale, lease, capital contribution, contractual dedication or other transfer or disposition of securities or assets) pursuant to which all or a majority of either (i) the assets ("Natural Gas Assets") constituting the natural gas and natural gas liquids business as now conducted by Valero Natural Gas Company and its subsidiary corporations and partnerships, or (ii) the assets ("Refining Assets") constituting the refining and marketing business as now conducted by Valero Refining and Marketing Company and its subsidiary corporations, are directly or indirectly owned or controlled by one or more
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Related to Definitions of Divestiture and Divested Entity

  • Independent Nature of Investors’ Obligations and Rights The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor.

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Certain Transactions and Agreements To the Knowledge of the Company, none of the officers and directors of the Company, and no Shareholder of the Company, nor any immediate family member of an officer or director of the Company, has a direct ownership interest of more than 2% of the equity ownership of any firm or corporation that competes with, or does business with, or has any contractual arrangement with, the Company. None of said officers, directors, Shareholders or immediate family members, is a party to, or otherwise directly or, to the Knowledge of the Company, indirectly interested in any Company Material Contract.

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Definitions and Related Matters Capitalized terms used in this Amendment shall have the meaning specified therefor in the License Agreement, and, in addition, the following terms shall have the meaning set forth below:

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

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