Subone definition

Subone shall have the meaning set forth in the Recitals.
View Source

Examples of Subone in a sentence

  • This Agreement has been duly executed and delivered by MatrixOne, Subone and Subtwo and constitutes the valid and binding obligation of MatrixOne, Subone and Subtwo, enforceable in accordance with their respective terms.

  • Synchronicity represents and warrants to MatrixOne, Subone and Subtwo that the statements in this Article III are true and correct, except as set forth in the disclosure letter delivered by Synchronicity to MatrixOne on or before the date of this Agreement (the “Synchronicity Disclosure Letter”).

  • Each of MatrixOne, Synchronicity and the Stockholders shall treat the Merger, for all U.S. Federal, state and local income tax purposes, as a taxable “purchase” (within the meaning of Section 338(h)(3) of the Code) of the stock of Synchronicity by Subone from the stockholders of Synchronicity and take positions consistent with such treatment on all Tax Returns and other documents filed with Tax Authorities in such jurisdictions, and in all other contexts relating to the tax treatment of the Merger.

  • MatrixOne and Subone may, in their sole and absolute discretion, elect pursuant Section 338(g) of the Code to treat the Merger for all U.S. Federal income tax purposes in the manner described in Section 338(a) of the Code.

  • MatrixOne, Subone, Subtwo and Synchronicity have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

  • The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of MatrixOne, Subone and Subtwo.

  • Each of MatrixOne, Subone and Subtwo is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted, and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which it is required to be so qualified or licensed.