TRW UK definition
Examples of TRW UK in a sentence
OF THE SHARES, THE LLC INTERESTS, THE FOREIGN SHARES, THE PARENT RULING NEWCO STOCK, THE ▇▇▇▇▇-VARITY CAPITAL STOCK, THE TRW UK CAPITAL STOCK AND THE INO CAPITAL STOCK.............................................................................
In accordance with Legal Requirements, upon termination of the Services Agreement, the employees set forth on Schedule 6.4(e) will be transferred to TRW UK (which will at that point be a subsidiary of QAD), or such other QAD subsidiary or Affiliate as may be appropriate as employees of TRW UK or such subsidiary or Affiliate and will thereafter be considered to be "Employees," as applicable, under this Agreement.
Each party agrees to timely meet all applicable Legal Requirements, including the filing of all required notices, reports and statements relating to the purchase and sale of the Assets, the Shares, the TRW UK Shares and the TRW France Shares with the Internal Revenue Service or other applicable authorities in a manner consistent with Section 2.3(c).
From and after the Closing, the Sellers will promptly refer all inquiries with respect to the ownership of the Assets or the Acquired Entities to the Buyer and execute such documents as the Buyer may reasonably request from time to time to evidence transfer of the Assets, the Shares, the TRW UK Shares and the TRW France Shares to the Buyer, and the Buyer will execute such documents as each Seller may reasonably request from time to time to evidence the assumption of the Assumed Liabilities.
Each Seller shall transfer to and otherwise assist the Buyer to obtain all applicable Permits, consents, approvals and agreements of, and to give all notices and make all filings with, any third parties and governmental authorities as may be necessary to authorize, approve or permit the full and complete sale, conveyance, assignment or transfer of the Shares, the TRW UK Shares, the TRW France Shares, the Assets and the Business.
Buyer will pay any stamp tax within the relevant statutory time limit related to the transfer, pursuant to this Agreement, of the Shares, the TRW UK Shares, the TRW UK Shares and the Assets and shall provide to Seller a copy of the duly stamped stock transfer form for BDM UK and TRW UK and any relevant stamped form for TRW France for the stock transfer certification and the Assets.
Each Acquired Entity is a direct or indirect wholly owned subsidiary of the Entity Seller, and each of TRW UK and TRW France is a direct wholly owned subsidiary of BDM Holdings.
All Taxes (of any Acquired Entity or relating to the Asset Sellers, the Business or the Assets) have been or will be paid by the Sellers with respect to all periods (or portions thereof) prior to the date of Closing (excluding taxes to be paid by the Buyer, if any, resulting from the transfer of Assets, the Shares, the TRW UK Shares or the TRW France Shares).
The Sellers have made available to the Buyer all information that the Sellers believe is reasonably necessary to enable the Buyer to make a decision whether to purchase the Shares, the TRW UK Shares, the TRW France Shares and the Assets.
The Buyer acknowledges that TRW Ltd., a United Kingdom registered trading company and an indirect wholly owned subsidiary of TRW ("TRW Ltd."), provides TRW UK with certain employees on a full-time basis (as set forth on Schedule 6.4(e)) and services pursuant to that certain Services Agreement dated as of October 23, 2002, by and between TRW Ltd.