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.
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MidCo. Neither the Parent, Midco, Merger Sub, Company, Surviving Corporation nor Stockholder Representative has any intention to liquidate, merge, dissolve or otherwise terminate the existence of Midco for U.S. federal income tax purposes.
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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.
Sample 1
MidCo. Signed by XXXXXX XXXXXXX ) for and on behalf of ) XXXXXX XXXXXXX GRAPEDRIVE LIMITED ) BIDCO Signed by XXXXXX XXXXXXX ) for and on behalf of ) XXXXXX XXXXXXX GRAPECLOSE LIMITED ) THE MANAGERS Signed by ) XXXXXXX XXXXXX ) XXXXXXX XXXXXX Signed by ) XXXXX XXXXXX ) XXXXX XXXXXX Signed by ) XXXXXXX XXXXXX ) XXXXXXX XXXXXX Signed by ) XXXX XXXX ) XXXX XXXX Signed by ) XXXX XXXXXXXXXXXX ) XXXX XXXXXXXXXXXX Signed by ) XXXXXXX XXXXX ) XXXXXXX XXXXX Signed by ) XXXXXX XXXXXXXX ) XXXXXX XXXXXXXX Signed by ) XXXX XXXXXXXX ) XXXX XXXXXXXX Signed by ) XXXXXX XXXXX ) XXXXXX XXXXX Signed by ) XXXXX XXXXXX ) XXXXX XXXXXX THE PERMIRA INVESTORS Signed by XXXXXX XXXXXXX ) for and on behalf of ) PERMIRA EUROPE III L.P.1 ) acting by its General Partner Permira Europe ) XXXXXX XXXXXXX XX G.P. L.P. acting by its General Partner ) Permira Europe III G.P. Limited ) Signed by XXXXXX XXXXXXX ) for and on behalf of ) PERMIRA EUROPE III L.P.2 ) XXXXXX XXXXXXX acting by its General Partner Permira Europe I G.P. )
Sample 1
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, Xxxxxxx Xxxxxxxx, Xxxx Xxxxxx and Xxx Xxxxxx shall be appointed as directors of Midco. Xxxxx
Sample 1

Related to MidCo

  • 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 xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html, University’s Standards of Conduct Guide available at xxxx://xxx.xxxxxxxx.xxx/systemcompliance/, and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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.

  • 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 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.

  • Subsidiary For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • No Financial Obligation No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • 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.

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