Keebler definition
Examples of Keebler in a sentence
Group Brands waives and disclaims any and all rights related to the enforcement and litigation of the Snack N Seal Patents, including any and all rights related to consent, initiation, control, management, costs, recoveries, and settlement or litigation against ▇▇▇▇▇▇▇ North America Company, ▇▇▇▇▇▇▇ USA, Inc., Keebler Company, Keebler Foods Company, and Kellogg Sales Company.
It is understood and agreed that the Company will be deemed to be in compliance with this Section 5.04 with respect to Keebler and its subsidiaries at all times between the Acquisition Date and the date that is one year thereafter to the extent that Keebler and its Subsidiaries maintain insurance consistent with their past practices.
Additionally, with respect to the Snack N Seal Patents, the licensing restrictions of Section 3.5(b) of the Agreement do not apply as to the claims, litigation, or settlement between IGB and ▇▇▇▇▇▇▇ North America Company, ▇▇▇▇▇▇▇ USA, Inc., Keebler Company, Keebler Foods Company, and ▇▇▇▇▇▇▇ Sales Company (and any other Kellogg or Keebler Company).
The representations and warranties set forth in clauses (iii) and (iv) are limited to the best of the Company's knowledge to the extent they relate to Keebler and its subsidiaries.
The execution, delivery and performance by Keebler of this Agreement and each and every agreement, document, and instrument provided for herein have been duly authorized and approved by its Board of Directors and this Agreement has been duly executed and delivered by Keebler.
If, at any time after the Closing, Seller receives a bona fide offer to purchase any or all of its shares of Keebler Stock, (the "Offer") from any of the entities named in a letter signed by the Seller and Purchaser on the date hereof, or from any of such entity's affiliates or successors (the "Offeror"), which Seller wishes to accept, Seller shall cause the Offer to be reduced to writing and shall notify Purchaser in writing (the "Offer Notice") of its wish to accept the Offer.
Immediately upon consummation of the Closing, Keebler will deliver to Seller validly issued and executed stock certificates representing the remaining Seller's Shares, which certificates shall no longer bear the legends currently required by the Stockholders' Agreement.
The shares of Keebler Stock to be sold by the Seller and Bermore pursuant to the Registration Statement shall have been registered for issuance under all applicable Blue Sky laws or shall be exempt from such registration, and no stop order shall have been issued with respect to the issuance or sale of such securities by any Blue Sky authority.
Seller covenants to cause to be delivered at the Closing the resignation of one (1) of the three (3) Directors nominated by it currently serving on the Board of Directors of Keebler, such resignation to be effective immediately following the Closing.
Performance on this ▇▇▇▇▇ ends once the Grantee has submitted and CARB approves the final report or if this Grant is terminated, whichever is earlier.