IPC Shares definition
Examples of IPC Shares in a sentence
The Parties further agree that the Purchase Price shall be allocated for income Tax purposes among the IPC Shares and the assets of FCC Environmental in accordance with the methodology set forth on Schedule 2.7 (the “Allocation”).
The Parties agree that the transfer of the Securities pursuant to the terms of this Agreement shall be treated for federal, state and local income Tax purposes as a sale by Seller and a purchase by Buyer of the IPC Shares and the assets of FCC Environmental, subject to the liabilities of FCC Environmental, in exchange for the Purchase Price (the “Intended Tax Treatment”).
In any event, Genchem Pharma shall cause Sicor to retain all records relating to the manufacture, stability and quality control of AD32 supplied to Anthra for a period of not less than five (5) years, and prior to destruction of any such record, Genchem Pharma shall cause Sicor to give notice to Anthra, which shall have the right to request and retain such record.
Buyer acknowledges that the sale of the IPC Shares hereunder has not been registered or qualified under the Securities Act of 1933, as amended, or under any state securities laws, and that transfer of the IPC Shares by the Buyer will accordingly be restricted.
Subject to the conditions to Seller's obligations in Article V, at the Closing, Seller shall deliver to Buyer a certificate or certificates evidencing the IPC Shares, duly endorsed or accompanied by a duly executed stock power, together with the documents identified in Article IV, duly executed by Seller.
The Seller represents that it is the sole holder of record and beneficial owner of the IPC Shares.
The IPC Shares constitute all of the issued and outstanding capital stock of IPC Australia.
Among the relations of things are relations of efficient dependence.
Buyer's lenders and IBM shall have consented to the consummation of the transactions contemplated hereby to the extent required under applicable agreements, and the lien of IBM shall have been released with respect to the IPC Shares.
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Seller shall sell and deliver to Buyer, free and clear of all security interests, claims, and restrictions, and Buyer shall purchase and accept from Seller, an aggregate of 5,100 shares of IPC common stock now held by Seller (the "IPC Shares"), constituting fifty-one percent (51.0%) of the outstanding common stock of IPC.