Subsidiar) definition
Examples of Subsidiar) in a sentence
Neither Seller nor any of its Subsidiar ies is subject to any "moratorium", "control share", "fair price" or other antitakeover laws and regulations of any state (collectively the "Takeover Laws") that would affect this Agreement, the Stockholders Agreement, or the Transactions contemplated hereby or thereby.
Each of the Seller Subsidiar- ies is a corporation, savings bank or bank and trust company duly incorporated or organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization, and has corporate power and authority to own or lease its properties and assets and to carry on its business as it is now being conducted.
The Company and the Owners will use their best efforts to cause, at or immediately prior to Closing, employees of the Company (i) to terminate his or her employment agreement, if any, with the Company by mutual consent without any liability therefor on the part of the Company and (ii) to enter into new employment with AMP (and, in the case of certain employees indentified on Schedule 6.16, to enter into a written employment agreement with AMP or AMP Subsidiar ("New Employment Agreement").
When used in connection with Purchaser, the term "Purchaser Material Adverse Effect" means --------------------------------- any change or effect that is materially adverse to the business, results of operations or condition (financial or otherwise) of Purchaser and its Subsidiaries, taken as a whole, other than any change or effect arising out of general economic conditions unrelated to any businesses in which Purchaser and its Subsidiar ies are engaged.
Except for the effect of adverse market conditions in the petroleum industry generally since January 31, 1984 through the date of this Agreement there has been no material adverse change in the business or financial condition of Buyer, its Subsidiar- ies or, to the best of Buyer’s knowledge, Alpha Portland or its Subsidiaries, taken as a whole.
The Seller Employee Plans shall not be terminated by reason of the Merger but shall con- tinue thereafter as plans of the Surviving Corporation until such time as the employees of Seller and the Seller Subsidiar- ies are integrated into Buyer's employee benefit plans that are available to other employees of Buyer and Buyer Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the con- summation of the Merger.
The portion of the consideration al- locable to the real property of Bancshares and its Subsidiar- ies shall be agreed to between Mercantile and Bancshares.
A true, complete and correct list of all of the Company's Subsidiar- ies, together with the jurisdiction of incorporation of each Subsidiary, the authorized capitalization of each Subsidiary, and the percentage of each Subsidiary's outstanding capital stock owned by the Company or another Subsidiary, is set forth in Section 3.1 of the Disclosure Schedule.
Upon giving effect to the issuance of the Notes, the execution of the Credit Documents by Borrower and its Subsidiar- ies and the consummation of the transactions contemplated hereby and the Transactions, each Credit Party will be Solvent as of the Closing Date.
To the extent any such individual has, before the Closing Date, satisfied in whole or in part any annual deductible or paid any out-of-pocket or co-payment expenses under the ap plicable plan of MEI and its Affiliates, such individual shall be credited therefor under the corresponding provisions of the corresponding plan of the Company and the Transferred Subsidiar ies in which such individual participates after the Closing Date.