DivestCo Group definition

DivestCo Group means the Company, each DivestCo NewCo and each DivestCo Transferred Entity (which, for the avoidance of doubt, shall not include any DivestCo Transferred Entity that the Separation Committee determines shall be subject to a Post-Completion Transfer until such time as that entity is transferred (directly or indirectly) to the Company), and “member of the DivestCo Group” shall be construed accordingly;
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Examples of DivestCo Group in a sentence

  • Prior to Completion, the Seller shall use its reasonable endeavours to ensure that all International Employees who require immigration approvals to be employed by a member of the DivestCo Group have obtained all required documentation and approvals (including all necessary work permits and visas) and have (and at the Separation Effective Time will continue to have) the right to work in the DivestCo Business within the relevant jurisdictions.

  • If the Seller has, despite its reasonable endeavours, not obtained all required documentation and approvals for any such International Employee, the Seller and Purchaser shall discuss the issue in good faith with a view to reaching a reasonable resolution to procure the transfer of such International Employee to the relevant member of the DivestCo Group.

  • Subject to any requirement of applicable law, the members of the DivestCo Group shall waive any requirement that any RemainCo Offer Employee is required to give notice.

  • The clients, consumers, suppliers and employees, workers and independent contractors of the DivestCo Group and the RemainCo Group.

  • Where applicable law does not provide for the automatic transfer of employment of any International Employee into a member of the DivestCo Group, PRIVATE AND CONFIDENTIAL such International Employee will be a DivestCo Offer Employee and be treated as such in accordance with Clause 15.8(b), noting that terms and conditions for the purposes of this clause shall include the terms and conditions governing their international assignment, where applicable.

  • The Seller covenants to pay to the Purchaser (so far as possible by way of an adjustment to the consideration for the Sale Securities) an amount equal to any reasonable costs and expenses suffered or incurred by the Purchaser and/or a DivestCo Group Company in connection with any Tax Liability as is mentioned in paragraph 2 or 3 above (or claim for such Tax Liability).

  • To the extent any payments are required to be made from the bank account of any member of the DivestCo Group after Completion but on the Completion Date in connection with the Transaction, the Seller shall promptly comply, or procure that the relevant members of the Seller’s Group comply, with any reasonable instruction of the Purchaser to carry out such payments on the Completion Date, to the extent permissible under applicable law.

  • Where applicable law does not provide for the automatic transfer of employment of any International Employee into a member of the DivestCo Group, such International Employee will be a DivestCo Offer Employee and be treated as such in accordance with Clause 15.8(b), noting that terms and conditions for the purposes of this clause shall include the terms and conditions governing their international assignment, where applicable.

  • Notwithstanding the foregoing, any French Protected Employee whose transfer pursuant to the Transfer Regulations is refused by the French labor administration, shall not be made available or transfer to a member of the DivestCo Group.

  • Where applicable, the Seller shall procure that the terms of such New Transacting Assets expressly permit (without the need for any further third party consent) the transfer of the New Transacting Assets to the DivestCo Group on the Delayed Transfer Time.

Related to DivestCo Group

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Parent Group has the meaning set forth in Section 8.03(c).

  • SAP Group means SAP Parent and any of its Associated Companies.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Supplier Group means the Supplier and its Affiliates from time to time and "Supplier Group Company" means any company or corporation within the Supplier Group;

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Client Group means Client, any corporate body of which Client is a subsidiary (as defined by s. 1159 of the Companies Act 2006), any other subsidiary of such corporate body and any subsidiary of Client;

  • DBS Group means DBS Bank Ltd, its subsidiaries, affiliates, branches and related companies.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Customer Group means Customer and any of its Affiliates;

  • Group Business Entity means;

  • Purchaser’s Group means the Purchaser and its Affiliates from time to time;

  • Target Group means the Target and its Subsidiaries.

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Promoter Group means such persons and entities constituting the promoter group as per Regulation 2(1)(pp) of the SEBI ICDR Regulations.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Comcast means Comcast Corporation, a Pennsylvania corporation.

  • Verizon means Verizon Communications Inc., a Delaware corporation.