Dory Parent definition
Examples of Dory Parent in a sentence
Notwithstanding anything to the contrary in this Agreement, the Business Combination Agreement or the Governing Documents of Dory Parent, neither the Dory Parent Board nor any other Person (other than ▇▇▇▇▇▇▇ Leisure pursuant to this Section 1(d)) may appoint, elect or designate any Person to fill any such director position described in the preceding sentence.
If, and as often as, there are any changes in the Dory Parent Common Shares by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Dory Parent Common Shares as so changed.
Dory Parent shall pay the reasonable, documented and out-of-pocket expenses incurred by the ▇▇▇▇▇▇▇ Director related to his or her service to Dory Parent, including attending meetings of the Dory Parent Board or any committee or sub-committee thereof (including, to the extent applicable, the Nominating Committee) or events attended on behalf of Dory Parent or any of its Subsidiaries at Dory Parent’s request.
Notwithstanding anything to the contrary in this Agreement, the Business Combination Agreement or the Governing Documents of Dory Parent, subject to Section 1(d), neither the Dory Parent Board nor any other Person (other than ▇▇▇▇▇▇▇ Leisure pursuant to this Section 1(c)) may appoint, elect or designate any Person to fill any such director position described in the preceding sentence.
In the event of any conflict between the terms of this Agreement and the Business Combination Agreement, the Dory Parent Governing Documents and/or the other Ancillary Documents, the terms of this Agreement shall govern and control.
This Agreement, together with the Business Combination Agreement, the Dory Parent Governing Documents and the other Ancillary Documents, represent the complete agreement between the parties hereto as to all matters covered hereby, and supersede any prior agreements or understandings between the parties.
Immediately after giving effect to the HYAC Closing Date Loan, Dory Parent shall contribute cash to Dory Intermediate, which shall contribute such cash to Dory Foreign Holding Company, in respect of the Dory Non-US Acquisition in an aggregate amount equal to the Dory Non-US Acquisition Purchase Price (the “Dory Non-US Cash Contribution”).
The board of directors and shareholder(s) of Dory Parent shall, in consultation with HYAC, approve and adopt an omnibus equity incentive plan, in the manner prescribed under Section 422 of the Code and other applicable Laws, effective as of the day before the Closing Date, reserving 7 million Dory Parent Common Shares for grant thereunder.
Within ten (10) days after the receipt by the Seller Representative of such STO Italy Final Determination, in the event that such STO Italy Final Determination is not an STO Italy Favorable Determination, the Sellers shall (on a joint and several basis) pay to Dory Parent by wire transfer of immediately available funds an amount equal to the STO Italy Tax Amount.
Immediately following the Merger Effective Time, pursuant to the Sponsor Support Agreement, the Sponsor shall be automatically deemed to have irrevocably transferred to Dory Parent, surrendered, and forfeited for no consideration the Dory Parent Common Shares and Dory Parent Warrants specified in the Sponsor Support Agreement.