Seller Parent Spin-Off definition

Seller Parent Spin-Off means the spin-off (kyushu bunkatsu) transaction pursuant to which Seller Parent shall transfer its portion of the Business, including all Acquired Assets and Assumed Liabilities that are held by Seller Parent, except Seller Parent’s interest in the Transferred Intellectual Property, to Olympus Japan Newco pursuant to the Japan Spin-Off Agreement.
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Related to Seller Parent Spin-Off

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

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

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

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

  • Acquiror has the meaning specified in the Preamble hereto.

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

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

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

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

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

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

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

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

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

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

  • Acquired Entities means the Company and the Company Subsidiaries.

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

  • Seller has the meaning set forth in the preamble.

  • MergerCo 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.

  • Buyer has the meaning set forth in the preamble.

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

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • MergerSub has the meaning set forth in the Preamble.

  • Blocker has the meaning set forth in the preamble.