Holdings Party definition

Holdings Party means each of Holdings and the Holdings General Partner.
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Holdings Party is defined in Section 4.4(d).
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Examples of Holdings Party in a sentence

  • Each Southcross Holdings Party hereby authorizes AMID and SXE to publish and disclose in any announcement or disclosure required by the SEC and in the Proxy Statement such Southcross Holdings Party’s identity and ownership of the Covered Interests and the nature of such Southcross Holdings Party’s obligations under this Agreement and to disclose a copy of this Agreement.

  • From time to time, at the request of AMID and without further consideration, each Southcross Holdings Party shall take such further action as may reasonably be deemed by AMID to be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

  • Each Southcross Holdings Party hereby waives any rights of appraisal or rights to dissent from the Merger that such Southcross Holdings Party may have under applicable Law.

  • After the discussion, the special committee authorized management and Credit Suisse to continue discussions with Cambridge Holdings, Party B and Party C regarding their respective proposals.

  • This Agreement has been duly executed and delivered by each such Holdings Party and, assuming this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding obligation of such Holdings Party, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

  • Under no circumstances will the Company be entitled to any right of subrogation or contribution by any Holdings Party or other Person and no right of advancement or recovery that the applicable indemnified party may have from a Holdings Party or other Person shall reduce or otherwise alter the rights of such indemnified party or the obligations of the Company hereunder.

  • The special committee authorized management and Credit Suisse to continue discussions with Cambridge Holdings, Party B and Party C regarding their respective proposals.

  • Notwithstanding the fact that certain indemnified parties may have rights to indemnification from one or more Holdings Parties or other Persons with which such indemnified party is associated, the Company shall be fully and primarily responsible for payment to such indemnified parties pursuant to and in accordance with this Agreement, irrespective of any other right of recovery such indemnified party may have from a Holdings Party or other Person.

  • Following the completion of the Dissolution Transactions, any action or consent otherwise required to be taken under this Agreement by any Holdings Party may be taken by action of any three of the Managing Members.

  • Each Holdings Party agrees and acknowledges that the Partnership Group does not have an adequate remedy at law for the breach by the Holdings Entities of the covenants and agreements set forth in this Article II, and that any breach by any of the Holdings Entities of the covenants and agreements set forth in this Article II would result in irreparable injury to the Partnership Group.

Related to Holdings Party

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Holdings as defined in the preamble hereto.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Sponsor Group means the Sponsors and the Sponsor Related Parties.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Controlled Affiliate means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

  • Affiliated Party means, with respect to any Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • Partnership Group Member means any member of the Partnership Group.

  • OpCo has the meaning set forth in the Preamble.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Associated Party means, if used to indicate a relationship with a person or company

  • Independent Party means, with respect to a BDC Downstream Fund, (i) if the BDC Downstream Fund has a board of directors (or the equivalent), the board or (ii) if the BDC Downstream Fund does not have a board of directors (or the equivalent), a transaction committee or advisory committee of the BDC Downstream Fund.

  • DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;

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

  • Qualified Holdings means, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such Recipient's Customers, but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Fund's books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes of this Plan.

  • Company Group Member means each member of the Company Group.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • 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.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;