Acquired Company Equity definition

Acquired Company Equity means all of the membership interests in APS (which are treated for purposes hereof as though they were the stock of a corporation for income tax purposes) and all of the outstanding capital stock of MFR.
Sample 1

Examples of Acquired Company Equity in a sentence

  • The Buyer is not acquiring the Acquired Company Equity Interests with a view to or for sale in connection with any distribution thereof or any other security related thereto within the meaning of the Securities Act.

  • The Buyer is familiar with investments of the nature of the Acquired Company Equity Interests, understands that this investment involves substantial risks, has substantial knowledge and experience in financial and business matters such that it is capable of evaluating, and has evaluated, the merits and risks inherent in purchasing the Acquired Company Equity Interests, and is able to bear such risks.

  • Except as set forth on Schedule 4(k), there are no preferential purchase rights, rights of first refusal, options or other rights held by any Person not a party to this Agreement to purchase or acquire any or all of the Acquired Company Equity Interests, or any of the assets or properties of the Acquired Companies, in whole or in part, that would be triggered or otherwise affected as a result of the transactions contemplated by this Agreement.

  • Other than any Acquired Company Equity Interest, none of the Acquired Companies own, directly or indirectly (and the Acquired Company Assets do not include), any Equity Interest in any other Person.

  • Subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Buyer the Acquired Company Equity Interests (which includes beneficial and indirect record ownership of the Javelina Plant Interest and the Javelina Pipeline Interest), and the Buyer agrees to purchase such Acquired Company Equity Interests.

  • In consideration for the assignment of such Acquired Company Equity Interests, the Buyer agrees to pay the Seller the Purchase Price set forth in the Closing Statement in cash by wire transfer of immediately available federal funds.

  • As set forth on Schedule 4.2, Seller, directly or indirectly through one or more wholly owned Subsidiaries of Seller, beneficially owns and has good and valid title to all the Acquired Company Equity Interests, free and clear of all Liens other than Liens disclosed on Schedule 4.2 and Liens imposed by this Agreement and under state and federal securities Laws.

  • In order to induce ARCS to enter into this Agreement and to complete the transaction contemplated hereby, each Equity Holder warrants and represents to ARCS as follows with respect to himself or herself, with respect to the Acquired Company Equity owned by such Equity Holder, and also with respect to the Acquired Company that issued such Equity.

  • By the transfer of the Acquired Company Equity to ARCS on the Closing Date, ARCS will thereby acquire good and marketable title to the Acquired Company Equity, free and clear of all Liens, encumbrances and restrictions of any nature whatsoever.

  • The Acquired Company Equity represents all of the equity interests in the Acquired Companies.

Related to Acquired Company Equity

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Target Companies means the Target and its Subsidiaries.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Acquired Entities means the Company and the Company Subsidiaries.

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

  • Company Equity Plans means any stock option, stock incentive, stock purchase or other equity compensation plan, sub-plan or non-plan agreement sponsored or maintained by the Company or any Subsidiary or controlled Affiliate of the Company or to which any such entity is a party.

  • Group Companies means the Company and its Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Company Subsidiary means any Subsidiary of the Company.

  • Company Equity Plan means, collectively, (a) the Amended and Restated Cerevel Therapeutics, Inc. 2018 Equity Incentive Plan, (b) the Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan and (c) each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Acquired Corporations means the Company and each of its Subsidiaries, collectively.

  • Target Group means the Target and its Subsidiaries.

  • Acquiror has the meaning specified in the Preamble hereto.

  • Company Entities means the Company and the Company Subsidiaries.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Company Equity Awards means the Company Options and the Company RSUs.

  • Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.

  • 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.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

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