Delaware Sub definition
Examples of Delaware Sub in a sentence
For the avoidance of doubt, each of Time Warner, Sony, CDnow, Holdco, Pennsylvania Sub, Delaware Sub I, Delaware Sub II and each individual who executes this Termination Agreement, and no other entity or person, shall be a party to this Termination Agreement.
Once effective, this Termination Agreement shall be binding upon, and enforceable against, each of Time Warner, Sony, CDnow, Holdco, Pennsylvania Sub, Delaware Sub I, Delaware Sub II and each individual who executes this Termination Agreement, notwithstanding the failure of any individual identified on the signature pages to this Termination Agreement to execute this Termination Agreement.
Notwithstanding anything to the contrary herein, if the occurrence of the Series B Trigger Event is due to the failure of the Seller or its Representatives to provide to the Purchaser or its Representatives on a reasonably timely basis any information, document or statement reasonably requested or required by the Purchaser in connection therewith, no Series B Preferred Stock shall be redeemed pursuant to this Section 5.15(b) and no common stock of Delaware Sub shall be issued to the Seller by Delaware Sub.
The Seller shall have received a copy of the Mmobuosi Employment Agreement, duly executed by Delaware Sub.
Such expenses as required by Delaware Sub and in accordance with such budget for fiscal years 2024 and later shall be funded from the operating proceeds of Delaware Sub and its direct and indirect wholly-owned subsidiaries and the Purchaser shall not be required to make any equity contributions to Delaware Sub in connection with its operations.
Initially, the board of directors of Delaware Sub shall be determined by the Purchaser and shall consist of the following individuals: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇.
At or immediately prior to the Closing, the Purchaser and Delaware Sub shall enter into the Intercompany Loan.
The Seller (and, from and after the Company Joinder Date, the Company, and from and after the Delaware Sub Joinder Date, Delaware Sub and the Purchaser) shall, as soon as reasonably practicable prior to the Closing (or within thirty (30) days following the Required Seller Stockholder Approval in the case of the Purchaser’s payment of the Assumed Liabilities), take all requisite action to effect the Target Contribution.
The Amended Delaware Sub Bylaws shall provide that the board of directors of Delaware Sub shall annually establish a budget for Delaware Sub and its direct and indirect wholly-owned subsidiaries and shall hire Delaware Sub’s Chief Executive Officer described in Section 1.7 below, who shall have the authority to hire an executive team, pay operating expenses and operate the business in accordance with such budget.
Further notwithstanding the foregoing, if Seller refuses to comply with the reasonable requests of the Nasdaq Stock Market in connection with the Nasdaq Change of Control Application, no Series B Preferred Stock shall be redeemed pursuant to this Section 5.15(b) and no common stock of Delaware Sub shall be issued to the Seller by Delaware Sub.