Celera Subsidiary definition

Celera Subsidiary means (i) for periods prior to the Redemption, any Subsidiary of Applera that holds primarily Celera Group Assets and/or Celera Group Liabilities or is otherwise attributable to the Celera Group and (ii) for periods following the Redemption, any direct or indirect Subsidiary of Celera.
Sample 1

Examples of Celera Subsidiary in a sentence

  • Following the Redemption Date, Applera shall, and shall cause the Applied Biosystems Subsidiaries to, honor the rights of any director, officer or employee of Celera or a Celera Subsidiary to seek indemnification under any certificate of incorporation or by-laws of Applera or any of its predecessors or Subsidiaries, or under any indemnification agreements or arrangements, arising out of or relating to actions or inactions of such directors or officers prior to the Redemption Date.

  • For purposes of this Section 3.4(b), each Applera Employee who holds a Celera Group RSU after the Redemption shall be treated, for purposes of the applicable equity plan or arrangement, as if such employee were an employee of Celera or a Celera Subsidiary.

  • This was done without the consent or interference of Phillip Augustus, which represented a break with earlier canon law.

  • The Convenor asked representative from APEC secretariat office whether this project had provided all the information required by BMC on APEC funded project.

  • The decisions of the ICE are prepared and implemented by different working groups such as the Greenhouse Effect Coordination Group and the Emissions Working Group, which report to the CCIEP.

  • In the event Applera or an Applied Biosystems Subsidiary, on the one hand, or Celera or a Celera Subsidiary, on the other hand, makes an Insured Claim under a Joint Insurance Arrangement, such party shall deliver notice to the other party of such Insured Claim and shall keep the other party periodically updated as to the status of such Insured Claim.

  • Prior to the Redemption Date, Applera shall enter into the Applera Corporation Transition Conflict of Interest and Confidentiality Agreement, substantially in the form of Exhibit F, with each Celera Employee that will be employed by Celera or a Celera Subsidiary following the Redemption.

  • Applera, on behalf of itself and each Applied Biosystems Subsidiary, on the one hand, and Celera, on behalf of itself and each Celera Subsidiary, on the other hand, shall, to the extent practicable, prior to the Redemption, settle, cancel or otherwise eliminate all Intercompany Accounts.

Related to Celera Subsidiary

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Parent Subsidiary means any Subsidiary of Parent.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Subsidiary means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • SBIC Subsidiary means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

  • Consolidated Subsidiary means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

  • Domestic Subsidiary means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • Domestic business entity means a corporation, as defined in s. 180.0103 (5), a domestic limited liability company, a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).

  • Inactive Subsidiary means any Subsidiary of a Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $1,000,000 and (c) does not have any Indebtedness outstanding.

  • Material Foreign Subsidiary means any Foreign Subsidiary that is a Material Subsidiary.

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.