Transferred Subsidiary Shares definition

Transferred Subsidiary Shares means all the issued and outstanding shares of the Transferred Subsidiaries owned by the Share Sellers.
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Transferred Subsidiary Shares has the meaning set forth in Section 3.2(a). 268396434 v29
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Transferred Subsidiary Shares has the meaning set forth in Section 4.2(a).
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Examples of Transferred Subsidiary Shares in a sentence

  • The purchase price for the Transferred Subsidiary Shares and the Transferred Assets shall be $US 537,000,000 (the “Purchase Price”) as adjusted in accordance with the terms of this Agreement.

  • Purchase and Sale of the Transferred Subsidiary Shares 13 SECTION 2.02.

  • The Transferred Subsidiary Shares are not subject to any voting trust agreement or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Transferred Subsidiary Shares.

  • Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, the Share Sellers shall sell to the Purchaser, and the Purchaser shall purchase from the Share Sellers, the Transferred Subsidiary Shares free and clear of all Encumbrances.

  • There are no phantom stock or similar rights providing economic benefits based, directly or indirectly, on the value or price of the Transferred Subsidiary Shares.

  • All of the Transferred Subsidiary Shares have been duly authorized, and are validly issued, fully paid and non-assessable.

  • All of the outstanding Transferred Subsidiary Shares have been duly authorized, are validly issued, fully paid and nonassessable and are free of preemptive rights and were not issued in violation of any preemptive rights.

  • All issued and outstanding Transferred Subsidiary Shares and the certificates representing such Transferred Subsidiary Shares are owned of record and beneficially by the owners as set forth on Schedule 4.04(a), free and clear of all Encumbrances, other than restrictions on transfer imposed by applicable Law.

  • At Closing the Transferred Subsidiary Shares will not be subject to any liens or restrictions on transfer, other than restrictions imposed by applicable securities laws.

  • Prior to the Closing Date, Buyer and Seller shall reach an agreement as to the allocation of Purchase Price and Assumed Liabilities to those Purchased Assets or Transferred Subsidiary Shares that are subject to Transfer Taxes or Value Added Taxes or where a valuation of a particular Purchased Asset or Transferred Subsidiary Shares prior the Closing is otherwise required by Law (each a “Required Item”).

Related to Transferred Subsidiary Shares

  • Subsidiary Shares has the meaning ascribed to it in Section 3.3(a).

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • Transferred Interests has the meaning set forth in the Recitals.

  • Subsidiary Stock means, with respect to any Person, the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of any Subsidiary of such Person.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Company Shares means the common shares in the capital of the Company;

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Membership Interests has the meaning set forth in the recitals.

  • Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Contributed Interests has the meaning set forth in the recitals.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Purchased Interests has the meaning set forth in the Recitals.

  • Newco Shares means the common shares in the capital of Newco;

  • Contributed Assets shall have the meaning as set forth in Section 2.2.