Transferred Subsidiary definition

Transferred Subsidiary has the meaning assigned to such term in Section 8.06(c)(ii).

Transferred Subsidiary means each Subsidiary of the Bank set forth on Section 3.1(a) of the Sellers’ Disclosure Schedule.

Transferred Subsidiary means the Person set forth in Section 1.1(o) of the Seller Disclosure Schedule.

Examples of Transferred Subsidiary in a sentence

• LivaNova, one of its subsidiaries or a Transferred Subsidiary shall enter into each Transferred Mixed-Use Contract with modifications only to (a) change terms and conditions that relate to the other businesses of the Sellers or that related to all business of the Sellers prior to such separation, (b) allow for assignability, (c) make other ministerial changes and (d) make any changes agreed to by Purchaser.

• Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Subsidiary with respect to such items, except as required by applicable Law.

• Upon consummation of the transactions contemplated in this Agreement, Purchaser shall be the record and beneficial owner of all outstanding shares or comparable interest in each Transferred Subsidiary, free and clear of any Liens, and LivaNova Holding SAS shall remain the record and beneficial owner, free and clear of any Liens, of the Transferred Joint Venture, which represents 49% of the registered capital of MicroPort Sorin CRM (Shanghai) Co., Ltd.

• All of the outstanding shares of capital stock (or comparable interest) in each Transferred Subsidiary and the Transferred Joint Venture have been duly authorized, validly issued and are fully paid and, as applicable, non-assessable.

• There is no material claim pending under any of such policies with respect to the Bank or any Transferred Subsidiary as to which coverage has been denied or disputed by the underwriters of such policies.

More Definitions of Transferred Subsidiary

Transferred Subsidiary has the meaning set forth in Section 2.1(b) of the Separation Agreement.

Transferred Subsidiary shall have the meaning set forth in Section 2.1(b) hereof.

Transferred Subsidiary means, individually or collectively, the Affiliates of Guidant set forth on Schedule 1.01(d) and acquired, directly or indirectly, by way of a Share purchase pursuant to this Agreement.

Transferred Subsidiary means Transferred Subsidiary as specified in the Asset List.

Transferred Subsidiary means each of the entities listed in Schedule 3.

Transferred Subsidiary means a Subsidiary of Skynet the equity interests of which are to be transferred (or sold) and conveyed to Holdco or Buyer pursuant to this Agreement or the Asset Purchase Agreement;

Transferred Subsidiary means any entity that, directly or indirectly, owns Spinco Assets and/or Target Exploration Properties and/or is liable for the Spinco Liabilities, including, without limitation, Spinco and each of its subsidiaries;