Parent Acquirer definition

Parent Acquirer means a third party that acquires more than fifty percent (50%) of the equity securities of Seller Parent or all or substantially all of the assets of Seller Parent on a consolidated basis (whether by direct or indirect acquisition, merger, tender offer or otherwise, by means of any single or series of related transactions).
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Parent Acquirer means [***].
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Parent Acquirer has the meaning set forth in Section 6.06.
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Examples of Parent Acquirer in a sentence

  • Parent, Acquirer, the Company, the Company Shareholders and the Shareholders’ Agent have caused this Share Purchase Agreement to be executed and delivered by their respective officers thereunto duly authorized (or with respect to those Company Shareholders who are individuals and the Shareholders’ Agent, solely in its capacity as such), all as of the date first written above.

  • Each of Parent, Acquirer, the Sellers and the Company shall (and the Company shall cause each of its Subsidiaries to) retain all books and records with respect to Taxes for a period of at least seven (7) years following the Closing Date.

  • None of Parent, Acquirer, Merger Sub, or Merger Sub II is a foreign person, as defined in 31 C.F.R. § 800.224, nor will the transactions contemplated by this Agreement result in foreign control (as defined in 31 C.F.R. § 800.208) of the Company or constitute direct or indirect investment in the Company by any foreign person that affords the foreign person with any of the access, rights, or involvement contemplated under 31 C.F.R. § 800.211(b).

  • None of Parent, Acquirer, Merger Sub, Merger Sub II nor any of their respective Subsidiaries is an “interested stockholder” of the Company subject to the restrictions on “business combinations” under Section 203(a) of the DGCL (as such terms are defined in Section 203(c) of the DGCL).

  • The Company will and will procure that its Subsidiaries shall comply with all obligations it has to inform or consult with any such Persons regarding the Transactions, and Parent, Acquirer and their Affiliates will provide such information as is reasonably requested by the Company and necessary or desirable for the Company or its Subsidiaries to comply with all such information or consultation obligations.

  • Parent has Made Available to Company complete and correct copies of (i) the certificate of incorporation and by-laws of each of Parent, Acquirer and Merger Sub and (ii) the certificate of formation and limited liability company agreement of Merger Sub II, in each of case including all amendments thereto, as in effect as of the date hereof and none of Parent, Acquirer, Merger Sub or Merger Sub II is in violation of any provision thereof in any material respect.

  • Assuming the accuracy of the representations and warranties of Parent, Acquirer, Merger Sub and Merger Sub II in Section 5.13, no (a) “business combination”, “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Laws (each, a “Takeover Law”) or (b) anti-takeover provision in the organizational documents of the Company or any of its Subsidiaries applies or will apply with respect to this Agreement or the transactions contemplated hereby, including the Mergers.

  • Notwithstanding the foregoing, the Company on the one hand, and Parent, Acquirer, Merger Sub and Merger Sub II on the other hand, each assumes no responsibility with respect to information supplied by or on behalf of, respectively, Parent, Acquirer, Merger Sub, Merger Sub II or their respective Affiliates, or the Company or its Affiliates, for inclusion or incorporation by reference in the Form S-4 and the Joint Proxy Statement/Prospectus.

  • Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing in this Agreement will relieve Parent, Acquirer, Merger Sub, Merger Sub II or the Company from any liability for any fraud or Willful and Material Breach of this Agreement.

  • None of Parent, Acquirer, Merger Sub or Merger Sub II owns any shares of capital stock of the Company or equity securities of the Operating Company.

Related to Parent Acquirer

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

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

  • Merger Closing means the closing of the Merger.