MidCo Sample Clauses

MidCo. Neither Guarantor nor Beneficiary may assign its rights or delegate its duties without the written consent of the other party. Notwithstanding the previous sentence or any other provisions hereof, Beneficiary may assign its rights and delegate its duties (if any) hereunder, upon notice to, but without the consent of, Guarantor, to any assignee to which Beneficiary is permitted to assign its rights under the Put Option Notes under the terms thereof or as to which MidCo has otherwise consented. 10.
MidCo. Parent will not liquidate, merge, dissolve or otherwise terminate the existence of Midco for U.S. federal income tax purposes for at least two (2) years after the Closing Date.
MidCo. Signed by GRAHAM WRIGLEY ) for and on behalf of ) GRAHAM WRIGLEY GRAPEDRIVE LIMITED ) BIDCO Signed by GRAHAM WRIGLEY ) for and on behalf of ) GRAHAM WRIGLEY GRAPECLOSE LIMITED ) THE MANAGERS Signed by ) MICHAEL STOREY ) MICHAEL STOREY Signed by ) RAMIN KHADEM ) RAMIN KHADEM Signed by ) MICHAEL BUTLER ) MICHAEL BUTLER Signed by ) GENE JILG ) GENE JILG Signed by ) ALAN AUCKENTHALER ) ALAN AUCKENTHALER Signed by ) RICHARD DENNY ) RICHARD DENNY Signed by ) ALISON HORROCKS ) ALISON HORROCKS Signed by ) PAUL GRIFFITH ) PAUL GRIFFITH Signed by ) DEBBIE JONES ) DEBBIE JONES Signed by ) PERRY MELTON ) PERRY MELTON THE PERMIRA INVESTORS Signed by SHARON ALVAREZ ) for and on behalf of ) PERMIRA EUROPE III L.P.1 ) acting by its General Partner Permira Europe ) SHARON ALVAREZ II G.P. L.P. acting by its General Partner ) Permira Europe III G.P. Limited ) Signed by SHARON ALVAREZ ) for and on behalf of ) PERMIRA EUROPE III L.P.2 ) SHARON ALVAREZ acting by its General Partner Permira Europe I G.P. )
MidCo. 2. The Company shall procure that a meeting of the board of directors of Midco shall be held at which, to the extent not already implemented, Tristia Harrison, Phil Eayres and Tim Morris shall be appointed as directors of Midco. Finco

Related to MidCo

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

  • Unrestricted Subsidiary 13 U.S. Government Obligations . . . . . . . . . . . . . . . . . . 13 vice president . . . . . . . . . . . . . . . . . . . . . . . . . 13

  • Ethics Matters; No Financial Interest Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at http://www.utsystem.edu/policy/policies/int160.html, University’s Standards of Conduct Guide available at http://www.utsystem.edu/systemcompliance/, and applicable state ethics laws and rules available at www.utsystem.edu/ogc/ethics. Neither Contractor nor its employees, agents, representatives or subcontractors will assist or cause University employees to violate University’s Conflicts of Interest Policy, provisions described by University’s Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of this Agreement.

  • Subsidiary of an Unrestricted Subsidiary The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary only if:

  • Domestic Subsidiary Any Subsidiary that is organized under the laws of the United States of America, any state or territory thereof or the District of Columbia. Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan is converted or continued in accordance with §2.9 hereof.

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • Successor Borrower In connection with a Defeasance under this Section 2.7, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requires, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

  • any Subsidiary of an Unrestricted Subsidiary The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Parent or the Borrower with any financial covenant contained in any of the Loan Documents (a) only the Ownership Share of the Parent or the Borrower, as applicable, of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included and (b) the Parent’s Ownership Share of the Borrower shall be deemed to be 100.0%.

  • Subsidiary For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.