Holdco Note definition
Examples of Holdco Note in a sentence
Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note or the registered owner of any Intermediate Holdco Note, shall be final and conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or Intermediate Holdco Note, or of any Note or Intermediate Holdco Note issued in exchange therefor.
The Pledgee may deem and treat the payee of any Note or the registered owner of any Intermediate Holdco Note as the owner respectively thereof for all purposes hereof unless and until written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Pledgee.
Effective immediately after the Reorganization Time but prior to the Effective Time, FirstService and FSV Holdco shall cause the InterCompany Accounts (other than the FSV Holdco Note) owing between them and/or between those Persons operating any aspect of the Separated Businesses and those Persons operating any aspect of the Colliers Businesses to be consolidated and settled.
The holding of the Holdco Note and Holdco Shares by the Escrow and Exchange Agent is for the indirect benefit of the former Ranger Shareholders in that the holding of the Holdco Note and Holdco Shares will be for the purposes of paying up the Trooper Shares to be issued as Merger Consideration to the former Ranger Shareholders.
As of the Closing Date, all representations and warranties made by a Loan Party in the Subordinated Loan Documents and the Subordinated Canadian Holdco Note and in the certificates delivered in connection therewith are true and correct in all material respects (except to the extent that such representations and warranties relate solely to an earlier date).
The Escrow and Exchange Agent shall receive the Holdco Note and the Holdco Shares to facilitate the payment of the Merger Consideration.
The execution, delivery and performance of each of the Subordinated Loan Documents and the Subordinated Canadian Holdco Note have been duly authorized by all necessary action on the part of the Loan Parties that are parties thereto.
The provisions of this Section 6B shall survive termination of this Agreement until payment in full or cancellation of the Holdco Note.
All outstanding shares of capital stock of Buyer are, and any shares of Buyer Common Stock issued upon settlement of the Holdco Note will be at the time of issuance, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.
As of the Closing, assuming satisfaction of the conditions to Purchaser’s obligation to consummate the transactions contemplated by this Agreement, or waiver of such conditions, and after giving effect to all of the transactions contemplated by this Agreement, including, without limitation, the Financing, the issuance of the Holdco Note, any alternative financing and the payment of the aggregate Purchase Price and payment of all related fees and expenses, Purchaser and Holdco will be Solvent.