Seagate Transaction Items Sample Clauses

Seagate Transaction Items. (a) Newco AND VERITAS covenant and represent that:
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Seagate Transaction Items. (a) Newco and VERITAS covenant and represent that: (i) Newco and VERITAS have no plan or intention to permit or to cause VERITAS or any Contributed Company to be liquidated or to be merged with any other entity. (ii) Newco and VERITAS have no plan or intention to terminate the existence of Newco, VERITAS or any Contributed Company (including without limitation by merger). (iii) Newco and VERITAS have no plan or intention to cause or permit Newco to dispose of all or any portion of the stock of VERITAS or of any Contributed Company (including, without limitation, by merger) or the Contributed Assets, except in the ordinary course of business. A-76 78 (iv) After taking into account (and thus deeming shares to be issued as of the Effective Time) any planned or intended (as of October 5, 1998 or the Effective Time) issuances of Newco stock and the exercise of any Newco stock rights (including warrants, options, convertible instruments), the stockholders of VERITAS immediately prior to the transactions contemplated by this Agreement and SSI shall hold on the day after the Effective Time at least 80% of the voting stock of Newco and at least 80% of each class of non-voting stock of Newco. This representation shall be deemed made twice, assuming in the alternative that the Newco shares held by SSI are (A) voting stock and (B) non-voting stock. (v) Other than the possible repurchase of employee shares as a result of an obligation of SSI that may be assumed by Newco, VERITAS and Newco have no plan or intention to redeem or otherwise reacquire any stock to be issued in the transactions contemplated in this Agreement. (vi) VERITAS and Newco are not aware of any plan or intent on the part of the officers, directors and 5% or greater stockholders of VERITAS to dispose of any Newco shares issued in the Merger in a transaction undertaken in connection with this transaction. (vii) VERITAS and Newco are not "investment companies" within the meaning of section 351(e) of the Code and section 1.351-1(c)(1)(ii) of the regulations promulgated thereunder. (viii) With respect to matters not covered by Section 13.6(a)(i) through 13.6(a)(vii), Newco shall not take, or permit its Affiliates to take, any action within two years of the Effective Time which it (or its advisors actually participating or advising in the action) actually know (at the time of such action) will preclude the ability of the Seagate Transaction to qualify as a tax-free exchange under section 351(a) of the Code...
Sample 1Sample 2

Related to Seagate Transaction Items

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

  • Corporate Transactions The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

  • Private Transaction At no time was the Subscriber -------------------- presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Certain Affiliate Transactions EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B-1 Tranche A Term Loan Note B-2 Tranche B Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement F Certificate Re Non-bank Status G Effective Date Certificate H Counterpart Agreement I Master Pledge and Security Agreement J Mortgage K Landlord Agreement L Borrowing Base Certificate M Form of Confirmation of Grant N Form of Release O Form of EBITDA Certificate AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 30, 2001, is entered into by and among EQUINIX OPERATING CO., INC., a Delaware corporation, as the Borrower ("OpCo"), EQUINIX, INC., a Delaware corporation, as a Guarantor ("Company"), and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P. ("GSCP"), as Joint Lead Arranger, Joint Book Runner and Syndication Agent (in such capacity, "Syndication Agent"), XXXXXXX XXXXX BARNEY INC., as Joint Lead Arranger (in such capacity, together with GSCP, the "Joint Lead Arrangers"), and Joint Book Runner (in such capacity, together with GSCP, the "Joint Book Runners"), CITICORP USA, INC., as Administrative Agent (together with its permitted successors and assigns in such capacity, "Administrative Agent") and CIT LENDING SERVICES CORPORATION, as Collateral Agent (together with its permitted successors and assigns in such capacity, "Collateral Agent").

  • Affiliate Transactions Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower or any of the partners, members or shareholders, as applicable, of Borrower except in the ordinary course of business and on terms which are no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

  • Certain Corporate Transactions In the event of certain corporate transactions, this Option shall be subject to adjustment as provided in Section 16 of the Plan. In the event of a Change in Control, this Option shall be subject to the provisions of Section 17 of the Plan.

Time is Money Join Law Insider Premium to draft better contracts faster.