Retained Companies definition

Retained Companies means the Partnership, Partnership GP and all of the Midstream Companies.

Retained Companies means Seller and all of the direct and indirect Subsidiaries of Seller, other than the Group Companies.

Retained Companies shall have the meaning ascribed to such term in the ATLS Merger Agreement except that for purposes of this Agreement, such term shall also include each Retained Company’s successors.

Examples of Retained Companies in a sentence

• Promptly following the Closing Parent will, or will cause the Retained Companies to, cause the Series A and Series B 8.25% Senior Subordinated Notes Due 2013 issued by Payless ShoeSource, Inc.

• Parent and the Retained Companies may terminate the employment of any active employee of the PLG Business that does not accept an offer of employment with Buyer or one of its Subsidiaries pursuant to this §3(a) (each, a “Non-Transferred PLG Employee”).

• Buyer agrees to remit to the Parent promptly on receipt any rebates or reductions in purchase price received by the PLG Subsidiaries on transactions by or for the benefit of the Retained Companies.

• For avoidance of doubt, any Cash of the Retained Companies and the PLG Subsidiaries that is not Freely Available Cash shall remain with such entities.

• Certain IT assets and data included in Other PLG Assets shall be transferred as follows (in each case to the extent that such transfer would cause a material disruption to the operation of the Payless Business, the Parties will determine a mutually acceptable arrangement to provide for the continued use of and/or access to such IT assets and data by the Retained Companies for a reasonable period of time pursuant to the Transition Services Agreement.

More Definitions of Retained Companies

Retained Companies means each of the members of the Seller Group, other than the Acquired Companies.

Retained Companies means Southern Color N.A., Inc., Excalibur Realty Company, Excalibur Realty UK Limited and Chillihurst Limited.

Retained Companies means Colt and its Subsidiaries as of immediately prior to the Closing, other than the PLG Subsidiaries.

Retained Companies is defined in Section 12.01(b). "Retained Plans" is defined in Section 3.01(O)(i). "Retained Subsidiaries" is defined in Section 12.01(c). "Review Cut-off Time" is defined in Section 8.04. "School" is defined in the recitals to this Agreement. "School Distribution" is defined in the recitals to this Agreement. "School Distribution Agreements" is defined in the recitals to this Agreement. "SEC" means the Securities and Exchange Commission. "Securities Act" is defined in Section 3.01(c)(ii). "Security" means at any time Equity Securities and any shares of any class of capital stock of the Company. "Shares" is defined in Section 1.01. "Special Warrants" is defined in the recitals to this Agreement. "Special Warrant Shares" means shares of Common Stock issuable upon exercise of the Special Warrants. "Subscription Notice" is defined in Section 5.01. "Subsidiary" means, as to any Person, any corporation at least a majority of the shares of stock of which having general voting power under ordinary circumstances to elect a majority of the Board of Directors of such corporation (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency) is, at the time as of which the determination is being made, owned by such Person, or one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries. "Superior Proposal" is defined in Section 8.02(b). "Tax Allocation Agreement" is defined in the recitals to this Agreement. "Tax Returns" is defined in Section 3.01(n)(i). "Taxes" is defined in Section 3.01(n)(i). "Technology" is defined in the recitals to this Agreement. "Technology Distribution" is defined in the recitals to this Agreement. "Technology Distribution Agreement" is defined in the recitals to this Agreement. "Tender Offer" is defined in the recitals to this Agreement. "Tender Offer Statement" is defined in Section 8.07(b). "Termination Fee" is defined in Section 13.09(b). "Total Voting Power" means at any time the total combined voting power in the general election of directors of all the Voting Securities then outstanding. "Transactions" means the execution, delivery and performance of each Transaction Agreement by the Company and the consummation by the Company of the Pre-Distribution Transactions, the Distributions, B-38

Retained Companies shall have the meaning set forth in Section 4.01 of the Merger Agreement.

Retained Companies means Seller Parent and all of its Subsidiaries other than the Group Companies.

Retained Companies means all of the Republic Group Companies other than the Target Companies and the Target Subsidiaries.