Parent and definition

Parent and. Reorganization Agreement" shall mean the Reorganization Agreement, dated as of October 15, 2002, by and between RPM, Inc., an Ohio corporation, and New Parent."
Sample 1Sample 2
Parent and. Sub shall deliver to Winncom or the Escrow Agent, as provided herein, (a) a certificate executed by the President and Secretary of each of Parent and Sub dated as of the Closing, certifying that the representations and warranties of Parent and Sub in this Agreement are true and 23 correct in all material respects at and as of the Closing, as though each representation and warranty had been made on that date; (b) the Employment Agreement as provided in Section 8.9; (c) the 90-Day and 180-Day Notes; (d) irrevocable instructions to its Transfer Agent in the form of Schedule 14.2 hereto to deliver immediately Certificates for the Parent Closing Shares; (e) the Noncompetition Agreement as provided in Section 8.10; (f) the cash described in Sections 4.1 and 4.3 hereof, (g) the Surviving Corporation's common stock as provided in Section 4.2; and (h) such other documents as required to be delivered to Winncom under the terms of this Agreement.
Sample 1
Parent and. Sub's damages in excess of the proceeds of any insurance policies concerning the losses or damages arising from such defective product (i.e., any applicable deductible or damages in excess of the coverage limits of such policy). Parent will be entitled to set off against any Earn-out Consideration the amount of such costs, expenses, losses, damages and liabilities and, to the extent not in a liquidated amount, then in an amount reasonably and in good faith estimated by Parent.
Sample 1

Examples of Parent and in a sentence

  • At least annually, the school, parents/guardians, and family members will be invited to evaluate the content and effectiveness of the school improvement plan, Parent and Family Engagement Plan, and the Title I Program [1116(a)(2)(D)].

  • Parent and family meetings are scheduled throughout the year to provide parents of Title I children with a description and explanation about the school’s curriculum, assessments, and proficiency level expectations.

  • The feedback provided will be used by the school to design strategies for more effective parent and family engagement and to revise, if necessary, this Parent and Family Engagement Policy [1116(a)(2)(E)].

  • Parents/guardians of participating children are responsible for submitting any comments and feedback on the plan if the Parent and Family Engagement Policy or if schoolwide plan is not satisfactory [1116(b)(4)], [1116(c)(5)].

  • The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company.

  • The school will also both directly notify parents through U.S. Mail, e-mail, parent meetings, or the Parent and Student Handbook of the specific or approximate dates (if such events are planned and/or scheduled) of the above activities and provide an opportunity to opt a student out of participating in them.

  • Parent shall not be deemed to have waived any claim available to Parent arising out of this Agreement, or any power, right, privilege or remedy of Parent under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

  • Defendant Merger Sub is a Delaware corporation, a wholly-owned subsidiary of Parent, and a party to the Merger Agreement.

  • All of the covenants and obligations that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

  • Nothing in this Agreement is intended to confer on any Person (other than Parent and its successors and assigns) any rights or remedies of any nature.

Related to Parent and

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

  • Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.

  • Parent Parties has the meaning set forth in ARTICLE V.

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Subs has the meaning set forth in the Preamble.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • MergerSub has the meaning set forth in the Preamble.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Effective Time has the meaning set forth in Section 2.2.

  • Acquiror has the meaning specified in the Preamble hereto.

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

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • SBI means State Bank of India (Client) having its Corporate Centre at Madame Cama Road, Nariman Point, Mumbai- 400 021 and its representative Local Head Offices/Administrative Offices/Regional Business Offices/Branches at various places across India and includes the client’s representatives, successors and assigns.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • MergerCo has the meaning set forth in the Preamble.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Parent Affiliate means any Person under common control with any of the Parent Entities within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder.

  • ICF means ICF International, formerly known as ICF SH&E, Inc.

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

  • Merger Sub Board means the board of directors of Merger Sub.

  • Parent Group has the meaning set forth in Section 8.03(c).

  • Merger Sub I has the meaning set forth in the Preamble.

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

  • Merger Sub II has the meaning set forth in the Preamble.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.