Intermediate Holding Companies Sample Clauses

Intermediate Holding Companies. Prior to the applicable Closing Date with respect to a particular Operating Company, one or more of the Sellers intend to use their best efforts to eliminate as many Intermediate Holding Companies organized in the British Virgin Islands, Cayman Islands and Panama. Notwithstanding the foregoing, (a) Sellers shall only be obligated to eliminate Xxxx Holdings if a Dutch Residency Certificate for Xxxx Holdings can be obtained prior to such applicable Closing Date and (b) Sellers shall not be obligated to eliminate the Intermediate Holding Companies listed in Schedule 6.31. In determining whether they have used their best efforts, Sellers will take into account any proposals set forth by Purchaser.
Intermediate Holding Companies. Each of Harbor and Spinco hereby covenants and agrees to use its commercially reasonable best efforts to cause two wholly-owned limited liability company intermediate holding companies to be interposed between Spinco and the other members of the Spinco Group (including Merger Sub) prior to the Closing.
Intermediate Holding Companies. Notwithstanding any other provision of the Finance Documents each of UK Overseas HoldCo, UK Trader HoldCo, UK-US HoldCo, UK PartnerCo 1, UK PartnerCo 2 and Dutch Overseas HoldCo shall carry on business solely as a holding company of the Group and shall not carry on any other business other than the holding of shares or partnership interests in their respective Subsidiaries at the date hereof, the entry into and performance of the transactions contemplated by the Transaction Documents (including borrowing under the Revolving Facility), and the making, receiving and repaying of loans and associated interest pursuant to the terms of the Inter-Company Loan Agreements.
Intermediate Holding Companies. ICE Group will procure that each of its direct or indirect subsidiaries that directly or indirectly holds shares in Euronext or any Euronext Market Subsidiaries will do all that is necessary in order to ensure that this Agreement is implemented in accordance with its terms and ICE Group will not amend the corporate structure of the group to which ICE Group belongs in such manner as may jeopardise implementation of this Agreement in accordance with its terms.

Related to Intermediate Holding Companies

  • Holdings In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes or any Permitted Additional Debt, (iv) any public offering of its common stock or any other issuance of its Equity Interests or any transaction permitted under Section 7.04, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 7.06 pending application thereof by Holdings, (viii) providing indemnification to officers and directors and (ix) conducting, transacting or otherwise engaging in any business or operations of the type it conducts, transacts or engages in on the Closing Date.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Holding Companies The Borrower shall not trade, carry on any business, own any assets or incur any liabilities except for:

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • 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.

  • Subsidiaries; Equity Interests; Loan Parties As of the Closing Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents. As of the Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation.

  • Business of the Borrower and the Subsidiaries Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

  • Portfolio Companies The Company has duly authorized, executed and delivered any agreements pursuant to which it made the investments described in the Prospectus under the caption “Portfolio Companies” (each a “Portfolio Company Agreement”). To the Company’s knowledge, except as otherwise disclosed in the Prospectus, each Portfolio Company is current, in all material respects, with all its obligations under the applicable Portfolio Company Agreements, no event of default (or a default which with the giving of notice or the passage of time would become an event of default) has occurred under such agreements, except to the extent that any such failure to be current in its obligations and any such default would not reasonably be expected to result in a Material Adverse Change.

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.