Acquirer Right to Substitute Wholly- Owned Subsidiaries Sample Clauses

Acquirer Right to Substitute Wholly- Owned Subsidiaries. By written notice delivered by the Acquirer to R&A not later than ten (10) Business Days prior to the Closing, the Acquirer shall have the right (subject to Section 5.8(ii) hereof) to substitute in its place any one or more wholly-owned subsidiaries of the Acquirer solely for purposes of (a) effecting the delivery of the payments required to be delivered by the Acquirer pursuant to Section 1.2(b) at the Closing and pursuant to Section 1.7 in connection with Contingent Payments and (b) acquiring and holding the shares of capital stock of R&A following the Closing (provided that, for the avoidance of doubt, any such substitution shall not change the definition of "Acquirer Shares" hereunder, which shall continue to be shares of capital stock of Legx Xxsxx, Xnc. notwithstanding any such substitution); provided, however, that the Acquirer shall be required, as a condition to any such substitution, to make written representations and warranties to R&A and the R&A Shareholders with respect to each such wholly-owned subsidiary of the Acquirer in substance equivalent to the representations and warranties of the Acquirer set forth in Section 4 hereof (other than those set forth in Section 4.7 hereof), and such representations and warranties shall be deemed to be representations and warranties made by the Acquirer under this Agreement for all purposes of this Agreement (including without limitation the closing conditions set forth in Section 7.2 hereof); and provided, further, that, notwithstanding any such substitution of wholly-owned subsidiaries of the Acquirer pursuant to this Section 5.12, all of the representations, warranties, covenants and agreements of the Acquirer under this Agreement shall remain joint and several obligations of the Acquirer from and after any such substitution notwithstanding such substitution (and the Acquirer shall be obligated to discharge any and all such obligations to the extent not discharged by such subsidiaries of the Acquirer in accordance with the terms of this Agreement). Any promissory notes and other documentation between R&A and the Acquiror (or any of its other Affiliates) relating to debt incurred in connection with the transactions contemplated hereby shall be in form and substance reasonably acceptable to the Acquiror and the CMR Representative.
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Related to Acquirer Right to Substitute Wholly- Owned Subsidiaries

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • Wholly-Owned Subsidiaries Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

  • Wholly Owned Subsidiary As to Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by Borrower.

  • Title to and Condition of Assets Seller has good and marketable title to (or, with respect to any Assets that are leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims, security interest, rights of other parties or like encumbrances of any nature. The Assets consisting of physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended uses.

  • Permitted Activities of Holdings Holdings shall not:

  • Repurchase on Sale Merger or Consolidation of the Company For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. Upon the closing of any Acquisition, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing, and the Exercise Price shall be adjusted accordingly; provided that if pursuant to such Acquisition the entire outstanding class of Shares issuable upon exercise of the unexercised portion of this Warrant are cancelled and the total consideration payable to the holders of such class of Shares consists entirely of cash, then, upon payment to the holder of this Warrant of an amount equal to the amount such holder would receive if such holder held Shares issuable upon exercise of the unexercised portion of this Warrant and such Shares were outstanding on the record date for the Acquisition less the aggregate Exercise Price of such Shares, this Warrant shall be cancelled.

  • Admission of Assignees as Substitute Limited Partners An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

  • Merger or Consolidation Transfer of Assets If the Owner Trustee merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is qualified and eligible under Section 9.1. The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).

  • Ownership and Condition of Assets (a) The Seller is the true and lawful owner, and has good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Seller to the Buyer of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) of the Disclosure Schedule.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

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