Excluded Action definition

Excluded Action means the Action by certain Sellers against Autoliv ASP, Inc. for breach of contract, which Action is presently pending in the United States District Court for the Eastern District of Michigan.

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Excluded Action means the Action set forth on Schedule 1.1(b) of the Seller Disclosure Letter.

Excluded Action shall have the meaning set forth in Section 4.5(i). “Excluded Matter” means any Excluded Transaction, any Excluded Transaction Inquiry or any Excluded Transaction Proposal. “Excluded Transaction” means any transaction or series of transactions (other than the Contemplated Transactions) involving, directly or indirectly, (a) any merger, exchange, consolidation, business combination, issuance of securities, acquisition of securities, amalgamation, scheme of arrangement, reorganization, recapitalization, takeover offer, tender offer, exchange offer or other similar transaction, (i) in which any member of the Remainco Group would acquire or become owners of Equity Interests of any Entity in exchange for cash, Equity Interests of any member of the Remainco Group (other than any member of the Spinco Group), any Remainco Retained Assets or a combination thereof; (ii) to which any member of the Remainco Group (other than any member of the Spinco Group) is a party or a constituent Entity and which would result in a Third Party, or the equityholders of that Third Party, acquiring or

Examples of Excluded Action in a sentence

If in the course of defense of the lawsuit, the City identifies a potential conflict between the City and the Fire Fighter because there is a question of whether the conduct of the Fire Fighter falls under an Excluded Action, the City will select and pay for a separate defense of the Fire Fighter with a reservation of rights letter identifying the potential conflict and limits of indemnification.
The City has neither the duty to defend or indemnify the Fire Fighter if there has been a finding either by the City, through a disciplinary proceeding, internal investigation, or a Court of Law prior to suit being filed that the conduct of the Fire Fighter falls under an Excluded Action.
Parent (or the applicable member of the Parent Group) is responsible for selecting its own counsel in connection with the conduct and control of the Excluded Action.
No member of the Remainco Group shall be required to provide any notice to Merger Partner relating to any Excluded Action or any Excluded Matter.
In the event of any conflict between the provisions of this Section 6.11 and Section 6.05 in respect of an Assumed Action or Excluded Action, the provisions of this Section 6.11 shall govern.

More Definitions of Excluded Action

Excluded Action is defined in Section 18.3.7.

Excluded Action means a dispute, controversy or action that concerns (i) the construction, scope, validity, enforceability, inventorship or infringement, misappropriation or other violation of any Intellectual Property Rights; or (ii) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory.

Excluded Action has the meaning set forth in Section 6.05(g) of the Company Disclosure Schedule.

Excluded Action means an action in respect of which no court of a Contracting State has jurisdiction under the Council Regulation and the defender is not a person who is–

Excluded Action means an action which was undertaken, funded approved prior to the ef fectfve dates set forth in SEQR see, Chapters 228 of the Laws of 1976, 252 of the Laws of 1977 and 460 of the Laws of 1978! ~

Excluded Action as defined in Section 9.12.

Excluded Action means, with respect to a series of Preferred, the Corporation: (i) increasing the number of authorized shares of such series of Preferred, (ii) (A) creating any new class or series of shares having preferences over any outstanding shares of Preferred as to dividends or assets, or (B) authorizing or issuing shares of stock of any class or series or any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having option rights to purchase, any shares of stock of this Corporation (other than stock junior in preference and priority as to dividends and assets with respect to shares of such series), (iii) merging or consolidating with, or permitting any of its subsidiaries to merge or consolidate with, any entity, or (iv) selling, leasing, licensing or otherwise disposing of, or permitting any such subsidiary to sell, lease, license or otherwise dispose of, all or substantially all of the consolidated assets of the Corporation in any twelve-month period; or