Selling Affiliates definition

Selling Affiliates means together the Asset Selling Affiliates and the Stock Selling Affiliates.

Selling Affiliates means all of the Affiliates of Seller that own any Transferred Assets or have obligations or liabilities in respect of any Assumed Liabilities.

Selling Affiliates means all of the Affiliates of Seller that own or hold other rights to any Transferred Assets or that have obligations or liabilities in respect of any Assumed Liabilities.

Examples of Selling Affiliates in a sentence

• Buyer acknowledges that Seller and the Selling Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws of any jurisdiction.

• All corporate acts and other proceedings required to be taken by Seller and each of the Selling Affiliates to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby have been duly and properly taken.

• Seller has all requisite corporate power and authority to enter into this Agreement, and Seller and each of the Selling Affiliates has all requisite corporate power and authority to enter into the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby.

• During the past three (3) years, none of Seller or the Selling Affiliates has received written notice of any suit, action or proceeding relating to the revocation or modification of any Transferred Permit the loss of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

• Buyer hereby waives compliance by Seller and the Selling Affiliates with the provisions of any bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the transactions contemplated by this Agreement.

More Definitions of Selling Affiliates

Selling Affiliates shall have the meaning set forth in Section 2.1(a) hereof.

Selling Affiliates means the entities listed on Exhibit D.

Selling Affiliates means all of the Affiliates of Seller (excluding, after the consummation of the J&J/Synthes Merger, Synthes and its subsidiaries) that have any right, title or interest in, to or under any Transferred Assets or that have obligations or liabilities in respect of any Assumed Liabilities.

Selling Affiliates means each Affiliate of Seller identified in Exhibit A and each other Affiliate of Seller that holds any right, title or interest in or to any of the Purchased Assets.

Selling Affiliates means the entities listed on EXHIBIT D. "STOCKHOLDER APPROVAL DATE" means the date stockholders of General Xxxxx approve a Disposition. "SUBSIDIARY" shall mean, with respect to any Person, any other entity of which securities or other ownership interests having ordinary power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person. "SUBSIDIARY PURCHASE PRICE SHARES" shall mean the Purchase Price Shares other than the Pillsbury Purchase Price Shares. "TARGET PRICE" means $42.55. "TITLE IV PLAN" means a plan subject to Title IV of ERISA other than any Multiemployer Plan. "U.K. GAAP" shall mean United Kingdom generally accepted accounting principles. "U.S. GAAP" shall mean United States generally accepted accounting principles. "WITHDRAWAL LIABILITY" means liability to or with respect to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV or ERISA. (b) Each of the following terms is defined in the Section set forth opposite such term: <TABLE> <CAPTION> TERM SECTION - ---- ---------- <S> <C> Acquisition Proposal........................................ 5.9(a) Adjusted Closing Date Operating Working Capital Calculation............................................... 2.14(c) Adjustment Payment Date..................................... 2.14(d) ADSP........................................................ 7.4 Agreement...................................................

Selling Affiliates means all of the Affiliates of Seller that own any Transferred Assets or have obligations or liabilities in respect of any Assumed Liabilities. “Separated Contract” has the meaning set forth in Section 4.5.

Selling Affiliates shall have the meaning ascribed thereto in the first recital of this Agreement.