Model 2 seller means a seller registered under the agreement that:
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Buyer Group has the meaning set forth in Section 15.1.
Model 1 seller means a seller registered under the agreement that has selected a certified service provider as the seller's agent to perform all of the seller's sales and use tax functions for agreement sales and use taxes other than the seller's obligation under Section 59-12-124 to remit a tax on the seller's own purchases.
Acquiror has the meaning specified in the Preamble hereto.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.
Purchaser’s Group means the Purchaser and its Affiliates from time to time;
Buyer has the meaning set forth in the preamble.
Company Entities means the Company and its Subsidiaries.
SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”
Target Company means each of the Company and its direct and indirect Subsidiaries.
Company SEC Documents has the meaning set forth in Section 3.5(a).
Buyer’s Group means the Buyer and any other company which is or becomes a subsidiary or holding company of the Buyer or a subsidiary of such holding company;
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.
Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.
Investor Parties has the meaning set forth in the Preamble.
Company Shareholder means any holder of any Company Shares.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Company Subsidiary Securities has the meaning set forth in Section 3.02(d).
Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).
SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.
Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.
Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.