Controlled Acquired Companies definition

Controlled Acquired Companies means all of the Acquired Companies other than the Non-Controlled Acquired Companies.
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Examples of Controlled Acquired Companies in a sentence

  • The Purchaser shall not and shall procure that none of its Affiliates (including the applicable Purchaser Designees and, after the Closing Date, the Controlled Acquired Companies), acting separately or in concert, shall cause or engage in any Purchaser Tax Act.

  • EME shall also cause copies of books and records, or pertinent portions thereof, that relate solely to the Controlled Acquired Companies and that are maintained by EME or a Non-Acquired Subsidiary to be delivered to the Purchaser at Closing, subject to confidentiality or non-disclosure agreements in favor of third parties, if any.

  • Notwithstanding the remaining terms and conditions of this Agreement, and for the avoidance of doubt, the Parties agree and acknowledge that, in the event EME elects the Contact Shares Delivery Transaction, the Seller Parties shall not sell, and the Purchaser Parties shall not obtain or incur, any interest in or Liabilities of or for the Controlled Acquired Companies.

  • Except for Permitted Exceptions and Liens granted in the Ordinary Course of Business to financiers and lenders, the Controlled Acquired Companies have good and defensible title, or valid and effective leasehold, license, easement, contractual or statutory rights in the case of leased or licensed or other property, to all material tangible personal and material real property owned or used by them in the conduct of their businesses.

  • Such Controlled Acquired Company Financial Schedules were derived from and are materially in accordance with the internal books and records of such Controlled Acquired Companies.

  • The Controlled Acquired Companies did not have debit balances in their imputation credit accounts on March 31, 2004.

  • Except for this Agreement and Permitted Exceptions, there are no agreements relating to the issuance, sale or transfer of any of the Project Securities or any other shares of capital stock or any other ownership interests of the Controlled Acquired Companies to the extent they are owned, either directly or indirectly, by any Seller.

  • None of the Purchaser Parties and their respective Affiliates (including, after the Project Closing, the Controlled Acquired Companies), acting separately or in concert, shall cause or engage in any Purchaser Tax Act.

  • Since April 30, 2004, no Controlled Acquired Company has taken any action of the type prohibited by Section 6.3, and there has occurred no event or circumstance that, individually or in the aggregate of all such events or circumstances, has resulted in a Material Adverse Effect on the Controlled Acquired Companies.

  • Set forth on the EME Disclosure Schedule is a list of certain financial schedules that have been posted to Intralinks for the Controlled Acquired Companies (each, a “Controlled Acquired Company Financial Schedule”), which Controlled Acquired Company Financial Schedules represent their unconsolidated financial position and results of operations as of April 30, 2004.

Related to Controlled Acquired Companies

  • Acquired Entities means the Company and the Company Subsidiaries.

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

  • Material Permitted Acquisition means any Permitted Acquisition the consideration for which exceeds, on the closing date of the Permitted Acquisition, 10% of the Holdings Total Capitalization on such date.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Target Companies means the Target and its Subsidiaries.

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

  • 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.

  • Portfolio Companies means any Person in which any Fund owns or has made, directly or indirectly, an investment.

  • 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.

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

  • Permitted Acquisition means an Acquisition by Borrower or any wholly-owned Subsidiary of Borrower of all or substantially all of the assets of, or all of the capital stock or other equity interests of, an Acquired Person engaged in similar or related line(s) of business as Borrower or any of its Subsidiaries, provided, that:

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Permitted Acquisitions means Investments consisting of an Acquisition by the Parent or any Subsidiary, in each case, other than Private Label Credit Card Expenditures, provided that (i) no Default shall have occurred and be continuing or would result from such Acquisition, (ii) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar, related or complementary line of business as the Parent and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (iii) the Administrative Agent shall have received all items in respect of the Equity Interests acquired in such Acquisition required to be delivered by the terms of Section 7.12 and/or Section 7.13, (iv) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (v) the Parent shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which the Parent was required to deliver financial statements pursuant to Section 7.01(a) or (b), (vi) if the total aggregate consideration paid for such Acquisition equals or exceeds $100,000,000, the Parent shall have delivered to the Administrative Agent pro forma financial statements for the Parent and its Subsidiaries after giving effect to such Acquisition for the twelve month period ending as of the most recent fiscal quarter in a form satisfactory to the Administrative Agent, and (vii) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Business Acquisition means (a) an Investment by the Borrower or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Borrower or any Restricted Subsidiary or (b) an acquisition by the Borrower or any Restricted Subsidiary of the property and assets of any Person (other than a Subsidiary) that constitutes substantially all of the assets of such Person or any division or other business unit of such Person.

  • Company Subsidiaries means the Subsidiaries of the Company.

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

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Permitted Acquired Debt shall have the meaning set forth in Section 9.04(d).

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Group Companies means the Company and its Subsidiaries.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).