Purchasing Subsidiary definition

Purchasing Subsidiary has the meaning specified in Section 403.
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Purchasing Subsidiary means a company that wishes to purchase shares of a corporation of which it is a subsidiary.
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Purchasing Subsidiary means any direct or indirect subsidiary of the Buyer in which the Buyer owns a majority of the voting equity.
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Examples of Purchasing Subsidiary in a sentence

  • Purchaser will notify USDATA and SCP upon (i) a disposition by Purchaser of the stock of the Purchasing Subsidiary within the meaning of Treasury Regulation Section 1.367(a)-8(e)(1) or Treasury Regulation Section 1.367(a)-8(e)(2) or (ii) a disposition by Purchaser of substantially all of the Acquired Assets within the meaning of Treasury Regulation Section 1.367(a)-8(e)(3); provided, however, that no such notice shall be required if such disposition occurs more than five years following the Closing.

  • No representation or warranty of the Purchaser or the Purchasing Subsidiary in this Agreement (including the Purchaser Disclosure Schedule) contains or, at the Closing Date, will contain, any untrue statement of a material fact or omits or will, at the Closing Date, omit, to state a material fact necessary in order to make the statements contained herein or therein not misleading.

  • As promptly as practicable, Seller shall provide Purchaser with such information regarding the terms and conditions of employment, compensation and benefits provided to any Dedicated Employee or Recruited Employee (as hereinafter defined) as may be reasonably requested by Purchaser following a request by such Dedicated Employee or Recruited Employee for such information in connection with an offer of employment by Purchaser or a Purchasing Subsidiary.

  • Any subsidiary or affiliate of Purchaser referred to in the preceding sentence is referred to herein as a "Purchasing Subsidiary." Any purported assignment or delegation in violation of this Section 10.3 will be null and void and of no force and effect.

  • Nothing contained in this Agreement will be construed to create a partnership, agency or similar relationship between Purchaser or any Purchasing Subsidiary and Seller or any Assigning Subsidiary.

  • Currently, Purchaser has no plan or intention to (i) dispose of the stock of the Purchasing Subsidiary within the meaning of Treasury Regulation Section 1.367(a)-8(e)(1) or Treasury Regulation Section 1.367(a)-8(e)(2) or (ii) dispose of substantially all of the Acquired Assets within the meaning of Treasury Regulation Section 1.367(a)-8(e)(3).

  • The Purchasing Subsidiary is acquiring the Shares for investment and not with a view toward any resale or distribution thereof except in compliance with the Securities Act.

  • Such price excludes VAT, if applicable which shall be charged separately to the Purchasing Subsidiary concerned.

  • The Purchasing Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware and has the power and authority to execute and deliver this Agreement and perform its obligations hereunder.

  • Neither Seller, Contab, Buyer or Purchasing Subsidiary shall make any publicity, release or announcement concerning this Agreement or the transactions contemplated hereby without the approval of the other party hereto, except as may be required by law.


More Definitions of Purchasing Subsidiary

Purchasing Subsidiary means any Subsidiary of Grantor that, with the consent of Grantee, hereafter assumes the obligations of Grantor under either or both of the Sales Agreements.
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Purchasing Subsidiary as defined in the "Whereas" clauses.
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Purchasing Subsidiary means a company that wishes to purchase shares of a corporation of which it is a subsidiary.Subsidiary may purchase shares of parent85 Subject to section 86 and unless its articles provide otherwise, a subsidiary may purchase or otherwise acquire shares of a corporation of which it is a subsidiary.Purchase prohibited when insolvent86 (1) A subsidiary must not purchase any of the shares of its parent corporation if there are reasonable grounds for believing that
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Purchasing Subsidiary means a wholly-owned Subsidiary of Borrower organized solely to make a single Permitted Non-Recourse Acquisition.
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Related to Purchasing Subsidiary

  • Purchasing Entity means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, government supported institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entities.

  • Purchasing group means any group which:

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Purchasing Borrower Party means Holdings or any subsidiary of Holdings.

  • Participating Subsidiary means a Subsidiary which has been designated by the Administrator as covered by the Plan.

  • Purchasing Member has the meaning set forth in Section 9.2(c).

  • Purchasing CLO shall have the meaning set forth in Section 16.3(d) hereof.

  • Financing Subsidiary means an SPE Subsidiary or an SBIC Subsidiary.

  • Purchasing Manager means the person duly authorized to enter into and administer Contracts and make written determinations with respect to the Contract or his or her designee.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • Purchasing Party means CIG Media LLC, NBC Universal, Inc. and their respective Affiliates.

  • Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

  • Non-U.S. Subsidiary means a Subsidiary of the Borrower that is not a U.S. Subsidiary.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Purchasing Card or “P-Card” means The State of West Virginia’s Purchasing Card program, administered under contract by a banking institution, processes payment for goods and services through state designated credit cards.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • U.S. Subsidiary means any Subsidiary that is organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions and transactions related or incidental thereto.

  • Eligible Subsidiary means each Subsidiary of the Parent set forth on Exhibit A hereto, as the same may be updated from time to time with Laurus’ written consent.

  • Designated Affiliate means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Purchasing Agent means the head of the City’s Purchasing Division, or a designated contact person acting for him or at his direction.

  • Excluded Subsidiary means (i) each Subsidiary, in each case, for so long as any such Subsidiary does not (on (x) a consolidated basis with its Restricted Subsidiaries, if determined on the Closing Date by reference to the Historical Financial Statements or (y) a consolidated basis with its Restricted Subsidiaries, if determined after the Closing Date by reference to the financial statements delivered to the Administrative Agent pursuant to Section 9.1(a) and (b)) constitute a Material Subsidiary, (ii) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 9.11 (for so long as such Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii) any CFC Holding Company, (iv) any direct or indirect Subsidiary of a CFC or a CFC Holding Company, (v) any CFC, (vi) each Subsidiary that is prohibited by any applicable Contractual Requirement or Requirements of Law (to the extent existing on the Closing Date or, if later, the date it becomes a Restricted Subsidiary and in each case, not entered into in contemplation thereof) from guaranteeing or granting Liens to secure the Obligations or would require third-party or governmental (including regulatory) consent, approval, license or authorization to guarantee or grant such Liens to secure the Obligations (unless such consent, approval, license or authorization has been received), (vii) each Subsidiary with respect to which, as reasonably determined by the Borrower, the consequence of providing a Guarantee of the Obligations would adversely affect the ability of the Borrower and its respective Subsidiaries to satisfy applicable Requirements of Law, (viii) each Subsidiary with respect to which, as reasonably determined by the Borrower in consultation with the Administrative Agent, providing such a Guarantee would result in material adverse tax consequences, (ix) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (x) each Unrestricted Subsidiary, (xi) any Receivables Subsidiary, (xii) each other Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with assumed secured Indebtedness permitted hereunder, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder, (xiii) each Subsidiary that is a registered broker dealer and (xiv) each SPV, not-for-profit Subsidiary and captive insurance company.