Transferred Entities definition

Transferred Entities means the entities set forth on Schedule 1.5.

Transferred Entities shall have the meaning set forth in Section 2.2(a)(ii).

Transferred Entities means the entities set forth on Schedule 1.01(p).

Examples of Transferred Entities in a sentence

• The Transferred Equity Interests with respect to any Transferred Entity in existence as of the Closing Date will as of the Closing represent all of the issued and outstanding equity interests of the Transferred Entities, be wholly-owned by Seller or one of its Subsidiaries, free and clear from any Lien (other than applicable Liens under securities Laws), and will have been issued in compliance with applicable securities Laws or exemptions therefrom.

• Other than the organizational documents of the Transferred Entities required by applicable Law, there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Transferred Equity Interests with respect to any Transferred Entity in existence as of the Closing Date.

• All of the Transferred Equity Interests with respect to any Transferred Entity in existence as of the Closing Date will as of the Closing be duly authorized and validly issued, fully paid and nonassessable and not issued in violation of any contract or agreement, any Governing Documents of the Transferred Entities, applicable Law or any preemptive or similar rights.

• No Claims or Actions are pending or, to the Knowledge of Seller, threatened in connection with any Business Employee Plan that could result in a Liability to Buyer or its Affiliates (including, after the Closing, the Transferred Entities).

• As of the Closing, no Transferred Entity in existence as of the Closing Date will have any (w) Excluded Liabilities, (x) any Liabilities that are not associated with Transferred Assets held by such Transferred Entities, (y) any Liabilities that are not primarily related to the Business or (z) any Liabilities under Environmental Laws.

More Definitions of Transferred Entities

Transferred Entities has the meaning set forth in the Recitals.

Transferred Entities has the meaning set forth in the Separation Agreement.

Transferred Entities means all of the direct Subsidiaries of Sellers and joint venture entities or other entities in which any Seller has an Equity Interest, other than the Excluded Entities.

Transferred Entities means any Person, where a majority of the equity interest of such Person is part of the Transferred Assets, and any Subsidiary of such Person.

Transferred Entities means the entities set forth on Schedule 1.9 of the Separation and Distribution Agreement.

Transferred Entities means (a) prior to consummation and completion of the Reorganization, Daravita and Alkermes Gainesville, or (b) from and after consummation and completion of the Reorganization, Newco and Alkermes Gainesville.

Transferred Entities shall have the meaning set forth on Exhibit A.