Acquired Entity Sample Clauses

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Acquired Entity. In the event of any merger, consolidation or share exchange pursuant to which the Company is not the surviving or resulting corporation, there shall be substituted for each share of Common Stock subject to the unexercised portions of such outstanding Incentives, that number of shares of each class of stock or other securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company that were distributed or distributable to the stockholders of the Company in respect to each share of Common Stock held by them, such outstanding Incentives to be thereafter exercisable for such stock, securities, cash, or property in accordance with their terms.
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Acquired Entity. Seller is the direct owner, holder of record, and beneficial owner of 100% of the equity interests of the Acquired Entity free and clear of all Liens, other than those arising pursuant to this Agreement, the organizational documents of the Acquired Entity, or applicable securities Laws. There is no agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, delivery, sale, subscription, allotment or issue of any unissued interests, units or other securities (including convertible securities, warrants or convertible obligations of any nature) of the Acquired Entity. The Acquired Entity was formed solely for the purpose of owning the Lot 15 permits, and has never owned any other assets or operated any other business. There are no obligations of the Acquired Entity to repurchase, redeem or otherwise acquire any equity interests of, or to provide funds to or make an investment in, any Person. The Acquired Entity does not own any equity interests in any Person. Other than this Agreement and the organizational documents of the Acquired Entity, the equity interests in the Acquired Entity are not subject to any agreement restricting or otherwise relating to the voting, dividend rights or disposition of such equity interests. The Acquired Entity is the applicant for the ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇.
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Acquired Entity. 53 Acquisition............................................................................................. 1 Actions................................................................................................. 15
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Acquired Entity. In the event Customer or Customer's Affiliate acquires through purchase, merger, or other means of acquisition an entity as an Affiliate during the term of this Agreement, Customer and Affiliate may elect one of the following: (1) Affiliate may be deemed to be a joint party with Customer under this Agreement; or (2) if the Affiliate is also contracting with McLeodUSA for the same or similar services as provided for in this Agreement, then Customer and Affiliate may elect, provided the election will not adversely affect any volume or revenue commitments made in the aggregate by the Customer and the Affiliate, which agreement will govern the parties going forward. If alternative (2) is selected, Customer and Affiliate may terminate, without cost or liability, including any early termination liability or liquidated damages, one of the existing agreements and become joint parties under the remaining agreement ("Surviving Agreement"). Customer shall provide written notice to McLeodUSA that Customer and Affiliate are exercising such election, identifying which agreement will be terminated and which agreement shall remain effective among McLeodUSA, Customer, and Affiliate. For the purposes of this section, "Affiliate" shall mean any entity which controls, is controlled by, or is under common control with Customer; and "control" shall mean at least fifty percent (50%) ownership or at least fifty percent (50%) of the voting interests of the entity. The parties acknowledge and agree that the Surviving Agreement shall be amended to correctly reflect the parties' names, but in all other respects shall have identical rates, charges, terms and conditions as contained in the Surviving Agreement prior to the election of the Customer and Affiliate. The effective date of the Surviving Agreement shall be thirty (30) days from the date of the written notice to McLeodUSA unless the parties agree to an earlier effective date and the Surviving Agreement shall renew, expire or terminate in accordance with its original terms.
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Acquired Entity. In the event WNC, or any of its Affiliates, acquires another entity (the “Acquired Entity”) (whether by asset or stock purchase, merger or consolidation), the restriction contained in Section 8.1 shall not apply to any Competing Project with respect to which WNC, or any of its Affiliates, would own, operate, manage or be affiliated in any way as a result of such acquisition; provided, that the Competing Project represents less than fifteen percent (15%) of the Acquired Entity’s assets, sales or net income; and provided further, that any free-standing acute rehabilitation hospital acquired as part of such acquisition and located within 25 miles of the Project will be sold by WNC or its Affiliate within six (6) months after such acquisition.
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Related to Acquired Entity

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Future Subsidiaries If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • GROUP COMPANIES Guangzhou Yiyan Cosmetics Co., Ltd. (广州逸妍化妆品有限公司) (Seal) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ (吕建华) Title: Legal Representative Shanghai Yizi Cosmetics Co., Ltd. (上海逸姿化妆品有限公司) (Seal) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ (吕建华) Title: Legal Representative Shanghai Yiqing Commercial and Trading Co., Ltd. (上海逸清商贸有限公司) (Seal) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ (吕建华) Title: Legal Representative Yatsen (Guangzhou) Culture Creative Co., Ltd. (逸仙（广州）文化创意有限公司) (Seal) By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ (陈宇文) Title: Legal Representative