Transferred Entity definition

Transferred Entity shall have the meaning set forth in Section 2.2(a)(i).

Transferred Entity means Spinco or any Subsidiary of Spinco immediately before the Distribution.

Transferred Entity has the meaning ascribed to such term in Section 4(b).

Examples of Transferred Entity in a sentence

• Section 2.5 of the Seller Disclosure Letter lists any shares of capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any other Person (other than a Transferred Entity) that are owned by any Transferred Entity.

• Other than the Seller Marks and the Seller Software, none of the Selling Entities or any Subsidiary of the Selling Entities (other than the Transferred Entities) owns, licenses or sublicenses to any Transferred Entity any Intellectual Property that is used in and material, individually or in the aggregate, to the conduct of the Business by the Transferred Entities.

• Section 2.20 of the Seller Disclosure Letter lists all Contracts to which a Transferred Entity, on the one hand, and Seller or any of its Affiliates (other than any Transferred Entity but including any director, officer or direct or indirect equityholder of Seller or any of its Affiliates (other than any Transferred Entity)), on the other hand, are parties or are otherwise bound or affected.

• No Transferred Entity is a party to any agreement or option to purchase any real property or interest therein relating to the Business.

• Unless otherwise defined herein terms defined in the Registration Statement have the same meanings when used in this opinion.

More Definitions of Transferred Entity

Transferred Entity means the Transferred Company and each Subsidiary of the Transferred Company as of the Closing, which Subsidiaries are listed on Section 3.1 of the Seller Disclosure Schedule.

Transferred Entity means the Company and each Person to be a Subsidiary of the Company as of the Closing, which Persons are listed on Section 3.1 of the Parent Disclosure Schedule.

Transferred Entity means each Transferred Company and each Transferred Company Subsidiary.

Transferred Entity means AUCA.

Transferred Entity or “Transferred Entities” has the meaning set forth in the Recitals.

Transferred Entity is any entity listed on Section 1.86 of the Schedules.

Transferred Entity means any Subsidiary of any Seller the equity interests of which constitute an Acquired Asset and any Subsidiaries of such Subsidiaries.