Elan Parent definition

Elan Parent has the meaning set forth in the Preamble to this Agreement.
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Elan Parent means Elan Corporation, plc, a public limited company organized under the laws of Ireland.
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Examples of Elan Parent in a sentence

  • Prior to the Closing, the Acquiror shall not permit such assets to fall below $400 million, unless otherwise agreed to in writing with the Elan Parent.

  • The Elan Parent shall provide the Acquirors a reasonable opportunity to review such disclosure materials before they are disseminated to the Elan Parent's shareholders and the Elan Parent agrees that such disclosure materials shall be true and correct in all material respects.

  • Acquiror Parent and Elan Parent have entered into an Escrow Agreement (the "Escrow Agreement") dated the date hereof pursuant to which Acquiror Parent has deposited $400,000,000 (the "Escrow Amount"), which Escrow Amount and the earnings thereon are subject to the release provisions set forth in the Escrow Agreement.

  • The affirmative vote at the Elan Shareholders Meeting or any adjournment or postponement thereof of a majority of the votes represented by the Elan Shares cast on the resolutions required to be passed to permit the Elan Parents to give effect to the transactions contemplated by this Agreement, the Related Agreements and the Wyeth/Elan Agreements is the only vote or consent of the holders of any class or series of the share capital of the Elan Parent which may be necessary to approve such transactions.

  • The Elan Companies have delivered true and correct copies of Settlement Agreement (excluding exhibits), dated as of January 29, 2003, by and among Pharma Marketing Ltd., Pharma Operating Ltd., the Elan Parent, EPIL and Axogen Limited (the "Pharma Marketing Settlement Agreement") to the Acquirors at or prior to the Original Agreement Date.

  • As used in this Section 12.03, the term "Superior Proposal" means any bona fide Acquisition Proposal on terms that are more favorable to the shareholders of the Elan Parent than the terms of this Agreement, the Related Agreements, the Wyeth/Elan Agreements and the Wyeth/King Agreements, taken as a whole.

  • Acquiror further agrees that all use of the Corporate Names by Acquiror or its Affiliates shall be for the benefit of Elan Companies and the goodwill accrued in connection with its use of the Corporate Names shall accrue to Elan Parent and/or Elan Companies as appropriate.

  • In the event Acquiror acquires any rights relating to the Corporate Names for any reason, Acquiror agrees to assign, at no cost, all such rights, together with any related goodwill, to Elan Parent or Elan Companies as appropriate.

Related to Elan Parent

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

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

  • Company Subsidiaries means the Subsidiaries of the Company.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • CBI means Central Bureau of Investigation

  • Parent Parties has the meaning set forth in ARTICLE V.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Merger Sub has the meaning set forth in the Preamble.

  • Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • CBC means the Collective Bargaining Committee

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

  • Holdings as defined in the preamble hereto.

  • Seller Parent has the meaning set forth in the Preamble.

  • Intermediate Parent means any Subsidiary of Holdings and of which the Borrower is a subsidiary.

  • 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.