Corporate Parties definition
Examples of Corporate Parties in a sentence
All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Shareholders and none of the Corporate Parties shall have any authority to exercise any power or authority to direct any Shareholder in the voting of any of the Subject Shares except as provided in this Agreement.
Each Corporate Party understands and acknowledges that the Shareholders are entering into this Agreement in reliance upon the execution, delivery and performance of this Agreement (including the provisions of Article IV hereof) by the Corporate Parties.
In this opinion letter, capitalized terms used and not defined herein have the meanings ascribed to those terms in the Credit Agreement; the Borrower and FOEC are referred to collectively as the “Alberta Corporate Parties” and individually as an “Alberta Corporate Party”; and the Alberta Corporate Parties and the Parent are referred to collectively as the “Loan Parties” and individually as a “Loan Party”.
Except as provided in subsection 4(a), the Director Parties further agree not to convene, and the Corporate Parties further agree not to seek to convene, any annual meeting of stockholders until confirmation and substantial consummation of Chapter 11 plans for the Companies in the Chapter 11 Cases (the “Post-Confirmation Annual Meeting”).
As soon as practicable following the Closing, and provided that this Agreement shall not have been terminated or abandoned pursuant to Article 7 hereof, the Corporate Parties shall cause a Certificate of Merger in substantially the form attached hereto as EXHIBIT A (the "DELAWARE CERTIFICATE OF MERGER") to be executed and filed with the Secretary of State of Delaware as provided in Section 251 of the Delaware General Corporation Law (the "DGCL").
Each of the Corporate Parties (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured).
The capitalization of the Corporate Parties are set forth on Schedule 3.4 hereof.
This means that no assignment may occur during the three-year period unless the Corporate Parties with pre-emptive rights have first been offered and then have waived the opportunity to acquire the Project Result on the negotiated terms.
None of the Parties hereto shall make any public disclosure of the terms of this Agreement prior to the Closing, except as required by law or mutually agreed to by the Corporate Parties, such requirement to be substantiated by a written opinion of counsel.
The Corporate Parties intend that the Merger will be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "CODE").