Purchaser Subsidiary Sample Clauses

Purchaser Subsidiary. ...16 Representatives...................................................................................23 Restraints........................................................................................37
Sample 1See All (4)
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Purchaser Subsidiary. Purchaser Subsidiary shall (a) have been duly formed, (b) be authorized to enter into the India APA, conduct the Target Business and hire the Personnel located in India, (c) have established employee benefits for such Personnel and (d) otherwise be able to fulfill the obligations of Purchaser set forth in Section 5.11.
Sample 1
Purchaser Subsidiary. 38 Release...........................14
Sample 1
Purchaser Subsidiary. At any time prior to the Closing, Purchaser shall have the right, upon prior written notice to Seller, to substitute a majority-owned subsidiary of Purchaser as a party to this Agreement in place of Purchaser, provided that such substitution shall not reliever Purchaser of its obligations under this Agreement. Except as set forth in the preceding sentence, upon any such substitution, such subsidiary shall immediately be deemed to the Purchaser for all purposes of this Agreement.
Sample 1
Purchaser Subsidiary. 77 Qualifying Income ...................................................................................................................................... 69 REIT ......................................................................................................................................................... 24 Representatives .......................................................................................................................................... 14 Xxxxxxxx-Xxxxx Act .................................................................................................................................. 38 SEC .......................................................................................................................................................... 21 Securities Act ............................................................................................................................................ 21 Series C Preferred Shares .......................................................................................................................... 7 Sponsor ..................................................................................................................................................... 42 Stock Performance Awards ....................................................................................................................... 10 Subsidiary .................................................................................................................................................. 77 Superior Proposal ...................................................................................................................................... 55 Surviving Entity .......................................................................................................................................... 5 Surviving Entity Preferred Stock ................................................................................................................. 7 Surviving Partnership .................................................................................................................................. 77 Surviving Partnership LP Agreement ........................................................................................................... 9 Surviving Partnership Series D Units ........................................................................................................... 8 Takeover Statut...
Sample 1
Purchaser Subsidiary. Prior to the Closing, the Purchaser will transfer (and Sellers agree to such transfer) to Xxxxxx Cable Communications Corporation, its wholly-owned Wyoming subsidiary (the "Subsidiary") all of its assets (the "Purchaser Excluded Assets") except for (i) the amount of cash and marketable securities in excess of $1.2 million, which amount in any event shall be at least $700,000; and, (ii) its working interest in, and its operating agreement with respect to, the property known as Twenty Mile Hill, which is held by Metro Minerals Corporation, a wholly-owned subsidiary of Purchaser (a copy of the legal description of which is hereto attached as Exhibit B). All economic credit for any net operating loss of the Purchaser calculated as of September 30, 1995, shall be given to the Subsidiary, and the Subsidiary shall have no obligation whatsoever for payment of any consolidated tax liability until such time as the separate taxable income of the Subsidiary exceeds the aforementioned net operating loss, which as of June 30, 1995, was approximately $830,000. In the event Closing occurs after November 30, 1995, then the net operating loss shall be calculated as of the end of the calendar month preceding the month in which Closing occurs. After the Closing, the Subsidiary shall loan the Purchaser, upon its request, amounts up to $18,000 as are necessary to pay debt service on that portion of the Assets known as the Lake Hatch properties, which loans shall be made for a period of up to 90 days on a fully secured basis with simple interest at the annual rate of 10% and pursuant to other commercially reasonable terms and conditions to be agreed upon by the parties. Such loan shall be repaid as the first priority out of proceeds of a private placement of Purchaser's securities but in any event shall be repaid within 90 days after the making of such loan. The Common Stock of the Subsidiary shall be distributed to the holders of the Purchaser's Common Stock as soon as practicable and, if so qualified, on a non-taxable basis. In any event, and regardless of tax consequences, the parties intend, and Purchaser shall cause, such distribution to occur not later than 36 months from the Closing. The Subsidiary shall be operated autonomously by the current management of the Purchaser, but in no event for more than five years, pursuant to the terms of an operating agreement (the "Operating Agreement") and management agreement (the "Management Agreement") to be entered into with the Pur...
Sample 1

Related to Purchaser Subsidiary

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Organization; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and where the failure to so qualify or be licensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

  • Subsidiary For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

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