Foreign Purchase definition

Foreign Purchase means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which the Company or any of its Subsidiaries (a) acquires (i) any ongoing business organized under the laws of any jurisdiction other than a state of the United States of America or formed primarily for the purpose of doing business outside the United States of America or (ii) all or substantially all of the assets of any Person or division thereof are located outside the United States of America, whether through purchase of assets, merger or otherwise, or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) all or substantially all of the securities of a corporation organized under the laws of any jurisdiction other than a state of the United States of America or formed primarily for the purpose of doing business outside the United States of America, which securities have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or all or substantially all (by percentage and voting power) of the outstanding partnership interests of a partnership or membership interests of a limited liability company, in either case which partnership or limited liability company is organized under the laws of any jurisdiction other than a state of the United States of America or formed primarily for the purpose of doing business outside the United States of America.
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Foreign Purchase means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which the Company or any of its Subsidiaries (a) acquires (i) any ongoing business organized under the laws of any jurisdiction other than a state of the United States of America or formed primarily for the purpose of doing business outside the United States of America or (ii) all or substantially all of the assets of any Person or division thereof are located outside the United States of America, whether through purchase of assets, merger or otherwise, or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) all or substantially all of the securities of a corporation organized under the laws of any jurisdiction other than a state of the United States of America or formed primarily for the purpose of doing business outside the United States of America, which securities have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or all or substantially all (by percentage and voting power) of the outstanding partnership interests of a partnership or membership interests of a limited liability company, in either case which partnership or limited liability company is organized under the laws of any jurisdiction other than a state of the United States of America or formed primarily for the purpose of doing business outside the United States of America. FOREIGN SUBSIDIARY shall mean individually and Foreign Subsidiaries shall mean collectively any Subsidiary of the Company organized under the laws of any jurisdiction other than a state of the United States of America or formed primarily for the purpose of doing business outside the United States of America. FULFILLMENT shall mean Borders Fulfillment, Inc., a corporation organized and existing under the laws of the State of Delaware, and its permitted successors and assigns.
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Examples of Foreign Purchase in a sentence

  • In the event Purchaser and the Sellers do agree on the allocation of the Gross Foreign Purchase Price, then such allocation shall be binding on them for all Tax reporting purposes, and none of them will assert or maintain a position inconsistent with such allocation.

  • In the event Purchaser and any of the Sellers are unable to agree on the allocation of the Gross Foreign Purchase Price in such manner, then each (acting reasonably and in good faith) shall be free to do its own allocation of the Gross Foreign Purchase Price.

  • BCP agrees that it will take or shall cause the relevant Foreign Acquiror to take all steps requested by Northrop Grumman to return the ownership of the relevant Foreign Shares to TRW or one of its Subsidiaries, in the event that the transaction contemplated by a Foreign Purchase Agreement is consummated and the remaining transactions contemplated by this Agreement to occur on the Closing Date shall not have occurred on the Closing Date.

  • Collections that may not be reinvested by means of Reinvestments in an Undivided Interest on account of the application of the Participation Amounts Limit, the Purchase Limit, the Foreign Receivables Limit or the Foreign Purchase Limit pursuant to Section 2.01 shall be so reinvested as soon as practicable without violating such Participation Amounts Limit, Purchase Limit, the Foreign Receivables Limit or Foreign Purchase Limit, as the case may be.

  • Notwithstanding anything to the contrary contained in the Foreign Purchase Agreements or any other related agreement, instrument or document evidencing the transfer of the Purchased Assets outside of the United States, to the extent that there is a conflict between the terms of any Foreign Purchase Agreement or any such other agreement, instrument or document, on the one hand, and the terms of this Agreement, on the other hand, the terms of this Agreement shall control and prevail among the parties hereto.

  • Upon the Company's termination of its offering of the Notes and the Warrants, the Company shall provide to each Purchaser a revised Schedule of Purchasers identifying all Purchasers who purchased Notes and Warrants at any Closing and a revised Schedule of Foreign Purchasers identifying all purchasers who purchased Notes and Warrants pursuant to the Foreign Purchase Agreement.

  • The aggregate consideration for the Bliss US Shares shall be an amount in cash equal to $79,500,000 (the "US Purchase Price" and together with the Foreign Purchase Price, the "Purchase Price"), subject to adjustment as provided in Section 2.4.

  • Offerings under the Foreign Purchase Plan commence on June 1 and December 1 and terminate, respectively, on November 30 and May 31.

  • For purposes of this Section 10.02(d), the "INDEMNIFICATION LIMIT" shall be 50% of the Purchase Price hereunder plus 50% of the Purchase Price under the Foreign Purchase Agreement.

  • The representations, warranties, covenants and agreements of the parties and the remedies for any breach thereof set forth in this Agreement are in lieu of separate representations, warranties, covenants and agreements and remedies for any breach thereof in the Foreign Purchase Agreements.