Selling Affiliates definition

Selling Affiliates means together the Asset Selling Affiliates and the Stock Selling Affiliates.

Selling Affiliates means all of the Affiliates of Seller that own or hold other rights to any Transferred Assets or that have obligations or liabilities in respect of any Assumed Liabilities.

Selling Affiliates means all of the Affiliates of Seller that own any Transferred Assets or have obligations or liabilities in respect of any Assumed Liabilities.

Examples of Selling Affiliates in a sentence

• The German Seller shall and shall procure that the respective German Transferred Entities and the German Asset Selling Affiliates initiate the relevant works council and economic committee information process within 15 Business Days following the date of the Agreement and shall use its reasonable endeavours in accordance with applicable laws to finalize such information process promptly and diligently.

• Therefore, only three treatments were compared, and namely motor-manual WT, mechanized WT and mechanized CTL.

• Seller and the Selling Affiliates have the requisite corporate or other organizational power and authority to enable them to own the Transferred Equity Interests.

• The execution and delivery and performance by each of Seller and the Selling Affiliates of each other Transaction Agreement to which it is or will be party and the consummation by each of Seller and the Selling Affiliates of the Transactions have been, or will be at the Closing, duly authorized by all necessary corporate or other organizational action.

• Seller shall, and shall cause the Selling Affiliates to, use reasonable efforts to obtain any such required consents prior to the Closing Date; provided, that for the avoidance of doubt, Seller or any Selling Affiliate shall not be responsible for any costs related to obtaining such required consents; and provided further, that any Contract for which consent to assignment is required but not obtained shall not be deemed a Transferred Contract unless and until such consent is obtained.

More Definitions of Selling Affiliates

Selling Affiliates means the entities listed on Exhibit D.

Selling Affiliates shall have the meaning set forth in Section 2.1(a) hereof.

Selling Affiliates means all of the Affiliates of Seller (excluding, after the consummation of the J&J/Synthes Merger, Synthes and its subsidiaries) that have any right, title or interest in, to or under any Transferred Assets or that have obligations or liabilities in respect of any Assumed Liabilities.

Selling Affiliates means all of the Affiliates of the Seller that own any Purchased Assets or that have Liabilities constituting any Assumed Liabilities, each of which is listed on Section 1.1(k) of the Seller Schedule.

Selling Affiliates means, collectively, any Affiliate of Seller that owns, generates, or otherwise participates or has any interest in any way in any Purchased Assets or Assumed Liabilities or that operates any component of the Business.

Selling Affiliates means the entities listed on EXHIBIT D. "STOCKHOLDER APPROVAL DATE" means the date stockholders of General Xxxxx approve a Disposition. "SUBSIDIARY" shall mean, with respect to any Person, any other entity of which securities or other ownership interests having ordinary power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person. "SUBSIDIARY PURCHASE PRICE SHARES" shall mean the Purchase Price Shares other than the Pillsbury Purchase Price Shares. "TARGET PRICE" means $42.55. "TITLE IV PLAN" means a plan subject to Title IV of ERISA other than any Multiemployer Plan. "U.K. GAAP" shall mean United Kingdom generally accepted accounting principles. "U.S. GAAP" shall mean United States generally accepted accounting principles. "WITHDRAWAL LIABILITY" means liability to or with respect to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV or ERISA. (b) Each of the following terms is defined in the Section set forth opposite such term: <TABLE> <CAPTION> TERM SECTION - ---- ---------- <S> <C> Acquisition Proposal........................................ 5.9(a) Adjusted Closing Date Operating Working Capital Calculation............................................... 2.14(c) Adjustment Payment Date..................................... 2.14(d) ADSP........................................................ 7.4 Agreement...................................................

Selling Affiliates shall have the meaning ascribed thereto in the first recital of this Agreement.