Corning Buyer definition

Corning Buyer has the meaning set forth in the Recitals.
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Corning Buyer shall have the meaning given to it in the first paragraph.
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Examples of Corning Buyer in a sentence

  • If SDC objects to the Final Commercial Adjustment Statement within the time period and in the manner set forth in Section 10.7, then the Final Commercial Adjustment Statement shall become final and binding for all purposes hereunder on the date that Corning Buyer receives the Notice of Commercial Adjustment Disagreement except with respect to, and only to the extent of, the Disputed Commercial Adjustment Items in the Notice of Commercial Adjustment Disagreement.

  • Except as set forth on Schedule 3 (to be delivered to Corning Buyer at least five (5) Business Days prior to the Closing Date), as of five (5) Business Days prior to the Closing Date, none of SDC, SEC or any of their respective Subsidiaries or other Affiliates beneficially own any shares of Corning Common Stock.

  • Prior to the Closing, at Corning Buyer’s written request, Corning Hungary and SDC shall cause SCP to, and SCP shall, repay or otherwise eliminate such Indebtedness of SCP and its Subsidiaries in the manner and as requested by Corning Buyer, but in case such elimination would result in non-de-minimis penalties or other non-de-minimis negative economic impact on SCP and/or its Subsidiaries, only with the prior written consent of SDC (which consent shall not be unreasonably withheld).

  • Each of SDC and Corning Buyer shall bear and pay one-half of the fees and other costs charged by such Accounting Firm and shall use commercially reasonable efforts to cooperate with the Accounting Firm and ensure that the Accounting Firm is able to resolve the Disputed Working Capital Items within thirty (30) days.

  • Corning Buyer or its designee shall have completed the Minority Purchase, and such Minority Purchase shall have included all of the SCP Shares owned by Samsung Life Insurance Co., Ltd.

  • After the completion of the Minority Purchase and at or prior to the Closing, SDC, Corning and Corning Buyer shall enter into the Purchase and Subscription Agreement.

  • Neither the sale of all or any portion of the Subject CPS Shares by Corning Buyer to SDC as contemplated by the Purchase and Subscription Agreement is subject to any preemptive rights, rights of first refusal, tag-along right or other similar right on behalf of any Person under any provisions of any Contract to which Corning Buyer is party or by which any property of Corning Buyer is bound.

  • Corning Hungary, Corning Buyer, SCP and SDC shall use their respective reasonable best efforts to reasonably and in good faith cooperate with each other to appropriately reflect such material services in the scope of services to be provided under the Services Agreement.

  • Corning Buyer and SDC agree that the procedures set forth in Sections 4.1(a), (b) and (c) for resolving disputes regarding the Disputed Working Capital Items shall be the sole method for resolving such disputes.

  • If SDC or Corning Buyer objects to the Year-End Working Capital Statement, then it shall provide Corning Buyer or SDC (as the case may be) with written notice thereof (a “Notice of Working Capital Disagreement”) setting forth its objections to particular items employed in the calculation of the Year-End Net Working Capital in reasonable detail (each, a “Disputed Working Capital Item”) within thirty (30) days after receiving the Year-End Working Capital Statement.

Related to Corning Buyer

  • Company Shareholder means a holder of one or more Company Shares;

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Buyer has the meaning set forth in the preamble.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Company Shareholders means holders of Company Shares.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • The Vendor means the person, firm, company or organization on whom the Purchase Order is placed and shall be deemed to include the vendor’s successors, representative heirs, executors and administrator as the case may be. It may also be referred to as Seller, Contractor or Supplier.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

  • Seller has the meaning set forth in the Preamble.

  • Purchaser means the organization purchasing the goods.

  • Sold Shares shall have the meaning specified in Section 6.

  • Major Stockholder means any such Person.

  • the Buyer means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

  • Stockholder means, with respect to any Person, each holder of Stock of such Person.