Exchange Sub definition

Exchange Sub shall have the meaning set forth in the preamble to this Agreement.
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Exchange Sub has the meaning set forth in the Preamble.
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Exchange Sub means Park Exchange LLC (to be renamed Ramius LLC).
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Examples of Exchange Sub in a sentence

  • Except as provided in this Agreement, any matter which is necessary for consummation of the TEL Share Exchange shall be determined through consultation and agreement between TEL Exchange Sub and TEL consistent with the purpose and intent of this Agreement.

  • TEL Exchange Sub and TEL shall execute a share-for-share exchange as a result of which TEL Exchange Sub shall become the direct parent company of TEL and TEL shall become a wholly owned subsidiary of TEL Exchange Sub (the “TEL Share Exchange”).

  • You shall continue to be subject to, and must comply with, all policies and procedures applicable to employees of the Exchange Sub, as now existing or as may be modified or supplemented from time to time by the Exchange Sub.

  • For purposes of this Memorandum-Decision and Order, the Court will refer to all of the listed Defendants-Counterclaim Plaintiffs as "Defendant" and Plaintiff-Counterclaim Defendant as "Plaintiff." Although Plaintiff names several Defendants in its complaint, Defendants are the Trust itself and the Board of Trustees of the Trust, acting in their roles as Trustees.

  • All income and other material Taxes required to be paid by SPAC and Exchange Sub (whether or not shown on any Tax Return) have been fully and timely paid (taking into account any applicable extensions properly applied for) in all material respects, except with respect to Taxes being contested in good faith by appropriate proceeding and with respect to which adequate reserves have been made in accordance with GAAP.

  • The TEL Share Exchange shall become effective at 12:00 am JST on (hereinafter referred to as the “Effective Date”); provided, however, that the Effective Date may be modified upon consultation and agreement between TEL Exchange Sub and TEL in the event such modification is necessary under the applicable procedural requirements for the TEL Share Exchange or for other reasons.

  • The TEL Share Exchange shall not become effective unless (i) the approval of the TEL Share Exchange by the general meeting of shareholders of TEL and the competent authorities as required by applicable laws and regulations is obtained, (ii) TEL Exchange Sub will become a wholly owned direct subsidiary of HoldCo, and (iii) TEL Exchange Sub can deliver to TEL shareholders the number of HoldCo Ordinary Shares necessary to effect the TEL Share Exchange in accordance with the terms of this Agreement.

  • As a result of the TEL Share Exchange, TEL Exchange Sub will acquire all of the issued stock of TEL, other than any stock already owned by TEL Exchange Sub, if any, in exchange for ordinary shares, 0.01 euro nominal value per share, of HoldCo (the “HoldCo Ordinary Shares”) in the manner described in Article 2 below.

  • At such time as Arsenal shall cause Newco to merge with and into Exchange Sub in accordance with Section 1.1(c), the completion of the merger with Newco shall be duly authorized and all necessary proceedings on the part of Exchange Sub will have been taken.

  • SPAC has no Subsidiaries other than Exchange Sub and does not own, directly or indirectly, any equity securities in any Person other than Exchange Sub.


More Definitions of Exchange Sub

Exchange Sub means Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of the Republic of Korea and wholly owned direct subsidiary of JGGC.
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Related to Exchange Sub

  • Exchange Securities means senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

  • Exchange Service means Telephone Exchange Service as defined in the Act.

  • Private Exchange Securities shall have the meaning set forth in Section 2.1 hereof.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Exchange Security or a "Registrable Security" shall include a reference to the related Guarantee.

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • Hybrid Preferred Securities Subsidiary means any Delaware business trust (or similar entity) (i) all of the common equity interest of which is owned (either directly or indirectly through one or more wholly-owned Subsidiaries of the Company) at all times by the Company or a wholly-owned direct or indirect Subsidiary of the Company, (ii) that has been formed for the purpose of issuing Hybrid Preferred Securities and (iii) substantially all of the assets of which consist at all times solely of Junior Subordinated Debt issued by the Company or a wholly-owned direct or indirect Subsidiary of the Company (as the case may be) and payments made from time to time on such Junior Subordinated Debt.

  • Private Exchange Notes See Section 2(b) hereof.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Qualified Securities means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor;

  • Exchange Note means the Closed-End Exchange Note.

  • Securities Financing Transactions means repurchase agreements, reverse repurchase agreements, securities lending agreements and any other transactions within the scope of SFTR that a Fund is permitted to engage in;

  • Restricted Global Certificate Has the meaning specified in Section 3.01(c).

  • Lock-Up Securities has the meaning assigned to such term in Section 3.5.

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Restricted Securities Certificate means a certificate substantially in the form set forth in Annex A.

  • Specified Securities means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Unrestricted Securities Certificate means a certificate substantially in the form set forth in Annex A.

  • Old Notes shall have the meaning set forth in the preamble hereto.

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.