Gazelle Holdco definition

Gazelle Holdco means a Delaware limited liability company to be a wholly owned indirect Subsidiary of Parent to be formed prior to Closing.
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Gazelle Holdco has the meaning set forth in the recitals to this Agreement.
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Examples of Gazelle Holdco in a sentence

  • Vacancies in the position of Managing Member occurring for any reason shall be filled by Gazelle Holdco (or, if Gazelle Holdco has ceased to exist without any successor or assign, then by the holders of a majority in interest of the voting capital stock of Gazelle Holdco immediately prior to such cessation).

  • Simultaneous with any such Exchange (without duplication of any Units otherwise issued in connection with contributions under the LLC Agreement not being conducted under this Agreement), the Company shall issue a number of Common Units to Gazelle Holdco equal to the number of Common Units surrendered in such Exchange.

  • Unless a corresponding dividend or distribution has been paid with respect to the Common Units not owned by Gazelle Holdco, the Exchange Rate shall be adjusted equitably if there is a dividend or distribution paid with respect to the Common Stock other than with proceeds paid from a dividend or distribution with respect to the Common Units.

  • Unless otherwise required by applicable Law, the parties shall report an Exchange consummated hereunder as a taxable sale of the Common Units by Holder to Gazelle Holdco, and no party shall take a contrary position on any income tax return or amendment thereof.

  • The fees and expenses of the Appraisers shall be borne equally by Gazelle Holdco and Impala.

  • Parent, Gazelle Holdco and the Company represent, warrant and covenant that all shares of Deliverable Common Stock issued upon an Exchange will, upon issuance thereof, be validly issued, fully paid and non-assessable.

  • Whenever the Company is to pay any sum (other than pursuant to ARTICLE IV) to any Member, any amounts that such Member owes to the Company which are not the subject of a good faith dispute may be deducted from that sum before payment; provided that distribution of Units to Gazelle Holdco shall not be subject to this Section 15.17.

  • For the avoidance of doubt, the Members (other than Gazelle Holdco) have no right under this Agreement to fill any vacancy in the position of Managing Member.

  • For the avoidance of doubt, the Members (other than Gazelle Holdco) have no right under this Agreement to remove or replace the Managing Member.

  • IP and the Parent Parties have entered into this Agreement to provide for the redemption by the Company (the “Redemption”) of the Cash Settled Units (as defined below) and the sale and transfer (the “Sale”) of the Stock Settled Units (as defined below) to Gazelle Holdco.

Related to Gazelle Holdco

  • Holdco has the meaning set forth in the Preamble.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Blocker has the meaning set forth in the preamble.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • OpCo has the meaning set forth in the Preamble.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Topco has the meaning set out in the Preamble;

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • MergerSub has the meaning set forth in the Preamble.

  • AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Subco means 1102209 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia;

  • Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Acquireco means 2620756 Ontario Inc., a wholly-owned subsidiary of the Corporation incorporated under the OBCA for the purpose of carrying out the Amalgamation.