Ultimate Parent Sample Clauses
The "Ultimate Parent" clause defines the entity that sits at the top of a corporate group’s ownership structure, having direct or indirect control over all subsidiaries. In practice, this clause identifies the highest-level parent company, which is often relevant for determining responsibility, compliance, or reporting obligations within a group of related companies. By clearly specifying which entity is considered the ultimate parent, the clause ensures clarity in contractual relationships and helps avoid disputes about control or liability within complex corporate structures.
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Ultimate Parent. The Parties agree and acknowledge that Ultimate Parent shall be a party to this Agreement solely for the purposes of Section 1.1 (to the extent the terms defined therein are used in the following Sections and Article of this Agreement) Section 3.28, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 4.9, Section 4.16, Section 6.2, Section 6.12, Section 6.18 and Article IX.
Ultimate Parent. Amend the definition of Ultimate Parent in Clause 1.1 (Definitions) by adding a new paragraph (b) as follows and renumbering the existing paragraphs accordingly:
Ultimate Parent clause (1) of the definition of Ultimate Parent in Annex I shall be deleted and replaced as follows:
(1) Liberty Latin America and any and all successors thereto or”.
Ultimate Parent. Equilease is a subchapter "C" corporation (as defined by the Code) and no corporation which owns any of the issued and outstanding capital stock of Equilease includes Equilease in its consolidated federal income tax return. Equilease owns, directly or indirectly, all of the issued and outstanding capital stock of EQ.
Ultimate Parent. The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of the directors and executive officers of Ultimate Parent are set forth below. Except as otherwise indicated, the business address of each such director and executive officer is ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇. The telephone of such office is +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇. Except as otherwise indicated, all directors and executive officers listed below are citizens of the United States. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chair of the Board of Directors ▇▇▇ ▇▇▇▇▇▇▇ has served as the Chair of the board of directors of GSK plc since September 2019. Since December 2025, he has held a Chief Executive Officer advisory role at Causaly Ltd. The address of Causaly Ltd. is ▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇. Since December 2020, he has served as a Director of Quality by Randomization Limited (trading as ▇▇▇▇▇▇), the address of which is 2 New ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Salford, Greater Manchester, M3 5GS, United Kingdom. Since August 2020, he has served as a Director of ▇▇▇▇▇ Pharmaceuticals Pvt. Ltd., the address of which is ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ is a citizen of the United Kingdom. ▇▇▇▇ ▇▇▇▇▇, Director and Chief Executive Officer ▇▇. ▇▇▇▇▇ has served on the board of directors of GSK plc since January 2026 and has served as Chief Executive Officer of GSK plc since January 2026. From September 2017 to September 2025, he served as Chief Commercial Officer of GSK plc. From September 2017 to August 2025, he served as a Director of ViiV Healthcare Limited. The address of ViiV Healthcare Limited is GSK Medicines Research Centre, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Stevenage, SG1 2NY, United Kingdom. ▇▇. ▇▇▇▇▇ is a citizen of Australia. ▇▇▇▇▇ ▇▇▇▇▇, Director and Chief Financial Officer ▇▇. ▇▇▇▇▇ has served on the board of directors of GSK plc since May 2023 and has served as Chief Financial Officer of GSK plc since April 2023. From March 2016 to September 2022, she served as a Non-Executive Director and Audit Chair of Roche Holding AG. The address of Roche Holding AG is ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇ is a citizen of the United Kingdom. ▇▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Independent Non-Executive Director ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has served as an Independent Non-Executive Director of GSK plc since September 2022. Since November 2018, she has served as an Independent Director of Insm...
Ultimate Parent. The Person that is to become or becomes the stockholder of the Parent in the Parent Equity Restructuring. [The next pages are the signature pages]
Ultimate Parent. Ultimate Parent shall cause Parent to comply with and perform all of Parent’s obligations under this Agreement in accordance with the terms hereof.
Ultimate Parent. As of the date hereof, and at all times prior to the Closing, STG III, L.P. (“UPE”) is and shall be the “ultimate parent entity” (as determined in accordance with the HSR Act and the rules promulgated thereunder) of Seller.
Ultimate Parent. Guarantor is the “ultimate parent entity” (as such term is defined in the HSR Act) of, and directly or indirectly holds 100% of the consolidated assets of, the business of Aya Healthcare, Inc., Parent and their respective Subsidiaries (including all of the business of “Aya Healthcare”). Parent is a wholly owned Subsidiary of Guarantor.
Ultimate Parent. The Purchaser is ultimately controlled by a WTO Investor for the purpose of the Investment Canada Act.