Examples of ACL Holdings in a sentence
ACL Holdings shall mandatorily redeem all Senior Preferred Membership Interests and Junior Preferred Membership Interests in year 15 at the amount of the Redemption Value (plus accrued and unpaid yield thereon) of such Membership Interests at such time.
ACL Holdings shall also take such steps, or cause one or more of its Subsidiaries to take such steps, as may be necessary to cause ACL Holdings and/or one or more of its Subsidiaries to assume the Vectura Employee Benefit Plans identified on Schedule 6.2(a) (the "Assumed Vectura Employee Benefit Plans").
No Vectura Party nor its Affiliate has employed any broker, finder, consultant or other intermediary in connection with the Recapitalization Transactions who would have a valid claim for a fee or commission from CSX, ACL Holdings or any Subsidiary of ACL Holdings in connection with the Recapitalization Transactions.
Student conduct records resulting in a sanction of conduct suspension or conduct expulsion will be retained indefinitely.
Any such transaction shall also be a Change of Control, and any such transaction which would not also otherwise trigger tag-along rights as provided above shall trigger a liquidation of ACL Holdings.
Except as set forth in this Agreement, whether or not the Recapitalization Transactions are consummated, all advisory, legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses (it being understood that such costs and expenses incurred by ACL Holdings or ACL prior to the Closing shall be for the account of CSX).
At ACL Holdings' option, Senior Preferred Membership Interests may be exchanged into current-pay subordinated notes containing the same features as such Membership Interests at any time contemporaneously with or following ACL Holdings' conversion to a Subchapter C corporation.
ACL Holdings shall assist CSX and Vectura in the preparation of the Initial Statements, and CSX and Vectura shall be provided full access to any properties, books and records in ACL Holdings possession for such purpose.
It is understood and agreed by the Parties that ACL Holdings and ACL shall have no liability or expense under any Financing Letter except upon consummation of the Recapitalization Transactions, all such liability or expense to be borne by the Vectura Parties.
Following the Closing, ACL Holdings shall pay (or reimburse the appropriate Party for) any sales, use, transfer, recording or other Taxes (other than Income Taxes) imposed in connection with the Recapitalization Transactions.