Seller Sub definition

Seller Sub means Immunex Manufacturing Corporation, a Washington corporation, and each other Subsidiary of Seller to which any assets are transferred pursuant to Section 2.8(b). References to “Seller Sub” in this Agreement shall mean each Seller Sub or any Seller Sub, as applicable.
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Seller Sub when used in the context of description of the Business (hereinafter defined) or the Division (hereinafter defined) shall be deemed to refer only to the ophthalmology physician practice management and ambulatory surgery center business of Seller and not to the oncology and other non-ophthalmology physician practice management business of Seller.
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Seller Sub has the meaning set forth in the first paragraph of this Agreement.
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Examples of Seller Sub in a sentence

  • Immediately after the Effective Time, each issued and outstanding share, and each share held in the treasury, of capital stock of Seller Sub shall, by virtue of the Bank Merger and without any action on the part of Buyer, Buyer Sub, Seller, Seller Sub or the holder thereof, be canceled without any conversion or issuance of any shares of capital stock of Buyer or Buyer Sub with respect thereto.

  • Each of Seller and Seller Sub has the right, power, authority and capacity to execute and deliver this Agreement and, subject to obtaining the Required Seller Vote, the obtaining of appropriate approvals by Regulatory Authorities and Governmental Authorities and the expiration of applicable regulatory waiting periods, to perform its obligations under this Agreement.

  • Neither Seller nor Seller Sub is party to any “Rights Agreement,” “Poison Pill” or similar anti-takeover agreement.

  • Furthermore, the Board of Directors of Seller Sub has adopted and Seller Sub has implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures, that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 of the Patriot Act.

  • Each of Seller, Seller Sub, Buyer Sub and Buyer shall use its best efforts to take, or cause to be taken, all necessary actions and execute all additional documents, agreements and instruments required to consummate the transactions contemplated in this Agreement.

  • From and after the Effective Time, the Employees of Seller and Seller Sub who remain employees of Buyer or any Buyer Subsidiary after the Effective Time (including employees who are parties to employment or change in control agreements) (“Continuing Employees”) shall be provided with employee benefits that are substantially similar to employee benefits provided to other employees under the Buyer Compensation and Benefit Plans (excluding for this purpose any equity-based incentive plans).

  • None of Buyer, Buyer Sub, Seller or Seller Sub shall make any press release or other public announcement concerning the transactions contemplated by this Agreement without the consent of the other parties hereto as to the form and contents of such press release or public announcement, except to the extent that such press release or public announcement may be required by law or the rules and regulations of the Nasdaq to be made before such consent can be obtained.

  • The Board of Directors of Seller Sub has, by unanimous vote of the directors, duly adopted resolutions approving this Agreement and the Bank Merger and the other transactions contemplated hereby.

  • Prior to taking any such action, Seller and Seller Sub shall provide Buyer with a copy of such resolutions or consent in connection with such Seller 401(k) Plan termination, and shall consider any comments provided by Buyer in good faith.

  • Except as set forth in Section 3.01(c) of the Seller Disclosure Schedule, Seller and Seller Sub own of record and beneficially all of the issued and outstanding equity securities of the Seller Subsidiaries.


More Definitions of Seller Sub

Seller Sub shall have the meaning set forth in Section 3.1.
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Seller Sub is defined in the preamble to this Agreement. ----------
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Seller Sub shall have the meaning set forth in the Preamble.
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Seller Sub has the meaning set forth in paragraph (1) of the Preliminary Statements.
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Seller Sub means Azaya Europe Limited, a private limited company incorporated in England and Wales, which is a wholly-owned Subsidiary of Seller.
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Seller Sub has the meaning set forth in the recitals.
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Related to Seller Sub

  • Seller has the meaning set forth in the preamble.

  • 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.

  • Seller Affiliate means any Affiliate of Seller.

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

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

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

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

  • Seller Party means any of the Seller, its parent, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or "controlling person" (as such term is used in the Securities Act) of any of the foregoing.

  • the Seller means the person so described in the Order;

  • Buyer has the meaning set forth in the preamble.

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

  • Sellers has the meaning set forth in the preamble.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

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

  • Target Companies means the Company and its Subsidiaries.

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

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered included in Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

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

  • Mortgage Loan Seller Sub-Servicer A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on Exhibit S to this Agreement, or any successor thereto.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Company Subsidiary means a Subsidiary of the Company.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

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

  • Retail seller means any person that sells any dangerous drug to consumers without assuming control over and responsibility for its administration. Mere advice or instructions regarding administration do not constitute control or establish responsibility.

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

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