ANS Entity definition

ANS Entity or "ANS Entities" means any corporation, limited liability company, partnership, limited partnership or other organization whether incorporated or unincorporated (i) of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by ANS and/or by any one or more of the ANS Entities, (ii) of which ANS or any one or more of the ANS Entities is a general partner or managing member or (iii) which ANS or any one or more of the ANS Entities otherwise controls.
View Source

Examples of ANS Entity in a sentence

  • If ANS or an ANS Entity shall owe any such amounts to AOL or an AOL Entity at the Closing, WorldCom shall cause the necessary funds to be advanced to ANS or such ANS Entity to provide for such repayment as provided in this Section.

  • Except as set forth on Schedule 3.3(a)(iii), no capital stock or other securities of or interests in any ANS Entity are reserved for issuance under any stock plans or otherwise, and there is no liability for or obligations with respect to any dividends, distributions or similar participation rights declared or accumulated but unpaid with respect to any securities of or interests in any ANS Entity.

  • Following the consummation of the transactions contemplated hereby, ANS and each ANS Entity will own, free and clear of all Liens or Other Encumbrances, or have the exclusive right to use, sell, license or dispose of or otherwise will have sufficient rights to use, ANS Rights, except for failures to own free and clear, license to use or otherwise have sufficient rights to use as would not have a Material Adverse Effect.

  • At and after the Effective Time, WorldCom shall honor, and cause ANS to honor, all provisions of all employment or severance agreements or plans (excluding stock option or award plans, which are separately addressed in Section 1.8) in effect for ANS Employees (or any former employee of ANS or any ANS Entity that would have been an ANS Employee had he or she been employed by ANS, an ANS Entity or AOL on the Closing Date) as of the Closing.

  • Except as otherwise indicated on Schedule 3.8(a), none of AOL, ANS or any ANS Entity is, and to the knowledge of AOL, no other party to such Contracts is in default thereunder, and no event has occurred which, with or without the lapse of time or the giving of notice or both, would constitute a default thereunder, except in each case for defaults as would not have, individually or in the aggregate, a Material Adverse Effect.

  • Except as set forth on Schedule 2.2, there are no amounts owing from ANS or any ANS Entity to AOL or any AOL Entity, or from AOL or any AOL Entity to ANS or any ANS Entity.

  • Immediately prior to the Closing, AOL and each AOL Entity shall pay all amounts they then owe to ANS or any ANS Entity (including all amounts owed to ANS pursuant to any Tax sharing agreement), and ANS and each ANS Entity shall pay all amounts they then owe to AOL or any AOL Entity (with offsetting amounts to be offset so that only a single net payment shall be made between any two such parties).

  • If, notwithstanding such treatment by the parties, any indemnity payment is determined to be taxable to (i) AOL (other than as an adjustment to the Purchase Price) or (ii) WorldCom, ANS or any ANS Entity, for federal income Tax purposes by the IRS, the indemnifying party shall indemnify the indemnified party for any additional federal income Taxes payable by the indemnified party by reason of the receipt or accrual of such indemnity payment (including any payments under this Section 6.3).

  • There are no valid claims for brokerage commissions, investment bankers' fees or finder's or similar fees in connection with the transactions contemplated by this Agreement which may be now or hereafter asserted against WorldCom or ANS or any ANS Entity resulting from any action taken by AOL, ANS, any ANS Entity or their stockholders, directors, officers, employees or agents.

  • Since the date of the Balance Sheet, neither AOL nor ANS nor any other ANS Entity has materially changed any principle or practice with respect to the recordation of accounts receivable of ANS, any ANS Entity or the ANS Network Services Business or the calculation of reserves therefor, or any material collection, discount or write-off policy or procedure related thereto, except as required by GAAP or statutory accounting principles.