Holdco Sellers definition

Holdco Sellers has the meaning set forth in the Preamble hereto.
Sample 1
Holdco Sellers means VBC Energia S.A. and CCSA, which collectively hold 100% of the equity interests of ESC. For the avoidance of doubt, CCSA shall be deemed to be a “HoldCo Seller” with respect to the Indirect Sale (if any) of ESC and the Shares held by ESC, but not with respect to the Dividend Shares (which shall be directly sold by CCSA hereunder).
Sample 1

Examples of Holdco Sellers in a sentence

  • The undersigned spouses, if any, of the Holdco Sellers has read and hereby approves this Agreement.

  • The Holdco Sellers acknowledge that their commitment to make the subscriptions contemplated hereby is a material inducement to the Parent’s execution of the Share Purchase Agreement.

  • Each of the Company, Holdco, Sellers, and Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Contemplated Transactions unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other Parties the opportunity to attend and participate.

  • The Company, Holdco, Sellers, and Buyer will, to the extent permitted by Law, permit counsel for the other Party or Parties the opportunity to review in advance, and will consider in good faith the views of the other Party or Parties in connection with, any proposed written communication to any Governmental Authority.

  • Prior to Closing and pursuant to the Restructuring, Sellers will file a “protective” S election for Seller Holdco and a qualified subchapter S subsidiary election for CalPly, which (with the transfer by Seller Trust of the CalPly Shares to Seller Holdco) Sellers will treat for Tax purposes as a reorganization under Section 368(a)(1)(F) of the Code so that Seller Holdco will be treated as a continuation of CalPly and CalPly’s original S election will be treated as never having terminated.

  • Without limiting the foregoing, neither Buyer, the Company, Holdco, Sellers nor their respective Affiliates shall take any action that has or may have the effect of extending any waiting period or comparable period under any Regulatory Law or enter into any agreement with any Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other Parties.

  • Any notice, request, demand or other communication in connection with this Agreement shall be given in accordance with the requirements for notice set forth in the Share Purchase Agreement; provided, h owever, that any notice, request, demand or other communication to be given to the Holdco Sellers in connection with this Agreement shall be given to Seller’s Representative in accordance with the requirements for notice set forth in the Share Purchase Agreement.

  • Cxxxxx, Xxxxxx & Gxxxxxxx LLP (“Cxxxxx”) has acted as counsel for the Company, Holdco, Sellers and Sellers’ Representative (collectively, the “Cxxxxx Clients”) in connection with this Agreement (the “Sale Engagement”) and in that connection Cxxxxx has not acted as counsel for any other Person, including Buyer.

  • All of the shares of Class A voting common stock and Class B non-voting common stock of Seller (together, the “Holdco Shares”) are held of record by the Holdco Sellers, and such Holdco Shares constitute all of the issued and outstanding shares of capital stock of Seller.

  • Any notice, request, demand or other communication in connection with this Agreement shall be given in accordance with the requirements for notice set forth in the Share Purchase Agreement; provided, however, that any notice, request, demand or other communication to be given to the Holdco Sellers in connection with this Agreement shall be given to Seller’s Representative in accordance with the requirements for notice set forth in the Share Purchase Agreement.

Related to Holdco Sellers

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

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

  • Target Companies means the Company and its Subsidiaries.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • 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.

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

  • Purchaser’s Group means the Purchaser, its subsidiaries and subsidiary undertakings, any holding company of the Purchaser and all other subsidiaries of any such holding company from time to time;

  • Sellers has the meaning set forth in the preamble.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Holdco has the meaning set forth in the Preamble.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Acquiror has the meaning specified in the Preamble hereto.

  • Buyer has the meaning set forth in the preamble.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Target Group means the Target and its Subsidiaries.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Group Companies 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.”