FPSH definition
Examples of FPSH in a sentence
Without limiting the foregoing, Executive acknowledges that the Rollover Equity shall be subject to the TPS Drag-Along Right and the FPSH Drag Sale, each of which shall supersede the put right provided for herein.
This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto provided, however, that any amendment that would prevent, delay or alter the terms of the Merger, shall require the written consent of FPSH (such consent not to be unreasonably withheld or delayed).
The ownership of all of the general partnership interests of FPSH LP by PKCR and ownership of all of the membership interests in PKCR by trusts established for the benefit of ▇▇▇▇ ▇.
The execution and delivery of this Agreement and any Related Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the manager and the sole member of FPSH, and no other corporate or similar proceedings on the part of FPSH are necessary to authorize this Agreement or any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby.
FPSH will have on the Closing Date sufficient cash and cash equivalents (and has provided Parent with evidence thereof) to purchase the FPSH Sale Shares and to consummate the transactions contemplated by this Agreement, including payments of fees and expenses contemplated hereunder.
No filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity or any other Person is necessary for the execution and delivery by FPSH of this Agreement or the consummation by FPSH of the transactions contemplated hereby, except (a) in connection with the requirements of the HSR Act and (b) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have an FPSH Material Adverse Effect.
Except as set forth in Section 3.6(a) of the Parent Disclosure Schedule, on the Closing Date, Parent will have no beneficial interest in any Company Securities other than the FPSH Sale Shares, the Company Sale Shares, the ARG Trust Sale Shares and the Additional Sale Shares, if any.
FPSH was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
FPSH shall have performed in all material respects (or with respect to any obligation or agreement qualified by materiality or FPSH Material Adverse Effect, in all respects) all obligations and agreements, and complied in all material respects (or with respect to any covenant qualified by materiality or FPSH Material Adverse Effect, in all respects) with all covenants, contained in this Agreement to be performed or complied with by FPSH prior to or on the Closing Date.
No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement and the Related Agreements based upon arrangements made by or on behalf of FPSH.