HMI Parties definition

HMI Parties means Parent, the HMI Entities and the HMI Owners.
Sample 1

Examples of HMI Parties in a sentence

  • Prior to the Form S-4 being declared effective by the SEC under the Securities Act, the HMI Parties and Company shall, respectively, request Mxxxx Xxxxx LLP and Hxxxxx Xxxx Xxxxxxxxxx Cxxxxx Xxxx & Rxxxxx, A Professional Corporation to deliver to the HMI Owners and to Company their respective tax opinions satisfying the requirements of Item 601 of Regulation S-K under the Securities Act.

  • In rendering such opinions, such counsel shall be entitled to rely on tax representation letters executed by Company and the HMI Parties and addressed to such firms containing such representations regarding factual matters relevant to the foregoing legal opinions as either or both such firms may reasonably request.

  • Company has furnished or made available to the HMI Parties a true and correct copy of the Certificate of Incorporation, as amended, and By-Laws, as amended, of Company.

  • In rendering such opinion, such counsel shall be entitled to rely upon representations of the HMI Parties and Company, including those contained in the tax representation letters delivered pursuant to Section 6.1(a).

  • Except as disclosed in the Company Disclosure Schedule, Company represents and warrants to the HMI Parties that each of the following statements set forth in this ARTICLE III is true and correct.

  • Each issued and outstanding share of Company Common Stock that is owned by Parent, any of the other HMI Parties, Merger Sub or any other wholly owned Subsidiary of Parent or held in the treasury of Company (collectively, the “Excluded Shares”) shall automatically be cancelled and retired and shall cease to exist, and no cash, Parent Common Stock, Parent Special Stock or other consideration shall be delivered or deliverable in exchange therefor.

Related to HMI Parties

  • Company Parties means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company Party” means any one of them.

  • Covered Parties has the meaning set forth in Section 6.7(a).

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

  • Company Released Parties means the Company and any of its past or present employees, agents, insurers, attorneys, administrators, officials, directors, shareholders, divisions, parents, members, subsidiaries, affiliates, predecessors, successors, employee benefit plans, and the sponsors, fiduciaries, or administrators of the Company’s employee benefit plans.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Settling Parties means Settling Defendants and Plaintiffs.

  • Selling Parties shall have the meaning specified in the preamble.

  • Parent Parties has the meaning set forth in ARTICLE V.

  • Releasing Parties means Plaintiffs and all Settlement Class Members, and each of their respective executors, representatives, heirs, predecessors, assigns, beneficiaries, successors, bankruptcy trustees, guardians, joint tenants, tenants in common, tenants by entireties, agents, attorneys, and all those who claim through them or on their behalf.

  • Released Parties means: Defendant and each of its former and present directors, officers, shareholders, owners, members, attorneys, insurers, predecessors, successors, assigns, subsidiaries, and affiliates.

  • Investor Parties has the meaning set forth in the Preamble.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Sponsor Parties means Sponsor, Vendor, and Utility, their respective successors and assigns, and each of their respective affiliates, agents, directors, officers, and employees.

  • Partnership Parties has the meaning assigned to such term in the preamble.

  • Applicable Parties has the meaning assigned to it in Section 8.03(c).

  • Concert Parties means such Persons as are deemed to be Acting in Concert with AbbVie pursuant to Rule 3.3 of Part A of the Takeover Rules.

  • Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).

  • Parties has the meaning set forth in the Preamble.

  • Plaintiffs’ Releasees means Plaintiffs, and any and all of their related parties, including, without limitation, any and all members of their immediate families, agents or other persons acting on their behalf, attorneys, advisors, financial advisors, accountants, assigns, creditors, heirs, estates and legal representatives.

  • Company Entities means the Company and the Company Subsidiaries.

  • Party/Parties means Buyer and Seller individually/collectively.

  • Bank Parties means Administrative Agent and the Banks.

  • Releasees means each and any of the Defendants’ Releasees and each and any of the Plaintiffs’ Releasees.

  • Responsible Parties means all Retailers and Customers, including Transmission Load Customers, Distribution Load Customers, DG Customers, MG Customers or agents of the foregoing;

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Licensee Parties has the meaning ascribed to such term in Section 5.1.