Manner of definition

Manner of. Reorganization The Reorganization will be structured as follows: 1. Old PubCo forms New PubCo, a new Delaware corporation, as a direct, wholly-owned subsidiary. 2. New PubCo forms two direct, wholly-owned merger subsidiaries: Merger Sub 1, a Delaware corporation (“Merger Sub 1”) and Merger Sub 2, a Delaware limited liability company (“Merger Sub 2”). 3. Merger Sub 1 merges with and into Old PubCo with Old PubCo surviving (the “First Merger”) pursuant to Section 251(g) of the General Corporation Law of Delaware (“DGCL”). 4. As a result of the First Merger, the shares of Old PubCo Class A common stock and Old PubCo Class B common stock outstanding immediately before the First Merger convert, by operation of law, into an equal number of shares of New PubCo Class A common stock and New PubCo Class B common stock, with the same rights as Old PubCo Class A common stock and Old PubCo Class B common stock, respectively. 5. Merger Sub 2 merges with and into Opco with Opco surviving (the “Second Merger”).2 6. As a result of the Second Merger, all common units of Opco, other than those held by Old PubCo, will convert into an equal number of shares of New PubCo Class A common stock.
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Examples of Manner of in a sentence

  • The Security Holders shall not be entitled to further interest or other payments in respect of such delay.(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.

  • A pharmacy shall maintain sufficient stock of drugs and devices to fulfill the foreseeable needs of the patients served by the pharmacy.8.7(3) Manner of storage.

  • Manner of giving security In fixing security the Court shall direct the form and manner in which the security is to be given and may from time to time vary the amount and form of the security.

  • Cease to issue or redeem Units in the Scheme Procedure and Manner of Winding upThe Trustees shall call a meeting of the Unitholders of the Scheme to approve by simple majority of the Unitholders present and voting at the meeting, resolution for authorising the Trustees or any other person to take steps for the winding up of the Scheme.

  • Manner of initiating fast track corporate insolvency resolution process.

  • Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.4. Your User ID details are given below : Manner of holding shares i.e. Demat (NSDL or CDSL) or PhysicalYour User ID is: a) For Members who hold shares in demat account with NSDL.8 Character DP ID followed by 8 Digit Client IDFor example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******.

  • The following table sets out the method by which notices may be served under this Contract and the respective deemed time and proof of service: Manner of Delivery Deemed time of delivery Proof of Service Email 9.00am on the first Working Day after sending Dispatched in an emailed pdf form to the correct e-mail address without any error message For the purposes of Clause 34.2, the address and email address of each Party shall be the address and email address set out in the Order Form.

  • Manner of examination In the absence of specific directions in an order made under section 110 or 111 of the Act as to the procedure to be followed in and in relation to the examination, Order 38 rules 6, 8, 11, 12, 13 and 14 apply.

  • Manner of excavating--barricades and lights--temporary sidewalks.

  • He makes a request for access to a record which is not required to be disclosed to the general public under the Freedom of Information Act, 5U.S.C. 552, and part 5 of this title.(2) Manner of verifying identity.

Related to Manner of

  • Completion of Construction means all the construction is complete except for minor weather-related components and conforms to the approved plans and specifications and change orders.

  • Margin of purchase preference means the maximum extent to which the price quoted by a local supplier may be above the L1 for the purpose of purchase preference.

  • the decisions means the decisions of the CMA on the questions which it is required to answer by virtue of section 35 of the Act;

  • Purchase or Sale of a Security means obtaining or disposing of "Beneficial Ownership" of that Security and includes, among other things, the writing of an option to purchase or sell a Security.

  • Bulk transfer means a transfer of motor fuel from 1 location to another by pipeline tender or marine delivery within the bulk transfer/terminal system, including, but not limited to, all of the following transfers:

  • Specific Redemption Provisions means, with respect to a Special Dividend Period either, or any combination of, (i) a period (a "Non-Call Period") determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during which the shares of AMPS subject to such Dividend Period shall not be subject to redemption at the option of the Corporation and (ii) a period (a "Premium Call Period"), consisting of a number of whole years and determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during each year of which the shares of AMPS subject to such Dividend Period shall be redeemable at the Corporation's option at a price per share equal to $25,000 plus accumulated but unpaid dividends plus a premium expressed as a percentage of $25,000, as determined by the Board of Directors of the Corporation after consultation with the Auction Agent and the Broker-Dealers.

  • Actions or Proceedings means any action, suit, proceeding, arbitration or Governmental or Regulatory Authority investigation or audit.

  • restriction of processing means the marking of stored personal data with the aim of limiting their processing in the future;

  • Notice of Purchase Withdrawal Has the meaning specified in the Deposit Agreement.

  • Sale of the Painting means the transfer of title and ownership of the Painting to an un-Affiliated third-party and receipt by the Company of value therefor as determined by the Board.

  • (1) In this Act employee” means an individual who has entered into or works under (or, where the employment has ceased, worked under) a contract of employment.

  • Purchase Price and Terms Agreement Those certain agreements setting forth the general terms and conditions of the transactions consummated herein and identifying the Mortgage Loans to be purchased from time to time hereunder, by and between the Seller and the Purchaser.

  • Construction and demolition waste means the waste building materials, packaging, and rubble resulting from construction, remodeling, repair, and demolition operations on pavements, houses, commercial buildings and other structures.

  • the Constitution means the Constitution of the Republic of South Africa, Act 108 of 1996

  • Acquisition and Construction Fund means the fund so designated in, and created pursuant to, Section 502 hereof.

  • Investor Q&A Forum As defined in Section 4.02(a) of this Agreement.

  • Administration of Medication means the act of placing a medication in or on an individual's body by a staff member who is responsible for the individual's care.

  • This Certificate constitutes a regular interest" in a "real estate mortgage investment conduit" as those terms are defined in Section 860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986, as amended. Unless this Certificate has been countersigned by an authorized officer of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

  • Redemption Provisions Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction, if any: Repayment Provisions: Optional Repayment Date(s):

  • Contribution in aid of construction, as used in this subrule, means a nonrefundable cash payment grossed-up for the income tax effect of such revenue covering the costs of a distribution main extension or service line that are in excess of costs paid by the utility. The amount of tax shall be reduced by the present value of the tax benefits to be obtained by depreciating the property in determining the tax liability.

  • Construction and demolition debris means and includes:

  • Gaming Law means any federal, state, local, international, foreign or other law, statute, constitutional provision, regulation, rule, order, ordinance, enforcement requirement or interpretation pursuant to which any Gaming Authority possesses or asserts legal, regulatory or licensing authority over gaming and/or related activities.

  • Redemption Application means an application by a Participating Dealer for the redemption of Units in Application Unit size (or whole multiples thereof) in accordance with the Operating Guidelines and the Trust Deed.

  • Majority in Interest of Note Holders Make-Whole Amount" or "Note Holder," or the percentage of Note Holders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Original Amount, Make-Whole Amount, if any, or interest with respect to any Equipment Note, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall be made as among the Note Holders, the Owner Trustee and Lessee, (iii) reduce, modify or amend any indemnities in favor of the Owner Trustee, the Mortgagee or the Note Holders (except that the Owner Trustee (in its individual capacity) or the Mortgagee, as the case may be, may consent to any waiver or reduction of an indemnity payable to it) or the other Indenture Indemnitees, (iv) consent to any change in the Trust Indenture or the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 or 2.11 hereof or the purchase or exchange of the Equipment Notes other than as permitted by Section 2.13 hereof, (v) except as contemplated by the Lease or the Participation Agreement, reduce the amount or extend the time of payment of Basic Rent, Stipulated Loss Value, or Termination Value for the Aircraft in each case as set forth in the Lease, or modify, amend or supplement the Lease or consent to any assignment of the Lease, in either case releasing Lessee from its obligations in respect of the payment of Basic Rent, Stipulated Loss Value or Termination Value for the Aircraft or altering the absolute and unconditional character of the obligations of Lessee to pay Rent as set forth in Sections 3 and 16 of the Lease or (vi) permit the creation of any Lien on the Trust Indenture Estate or any part thereof other than Permitted Liens or deprive any Note Holder of the benefit of the Lien of this Trust Indenture on the Trust Indenture Estate, except as provided in connection with the exercise of remedies under Article IV hereof.

  • Purchase Price and Terms Letter With respect to each purchase of a Mortgage Loan Package hereunder, that certain letter agreement setting forth the general terms and conditions of such transaction consummated herein and identifying the Mortgage Loans to be purchased hereunder, by and between the Company and the Purchaser. Purchaser: Xxxxxx Brothers Bank, FSB or its successor in interest or any successor to the Purchaser under this Agreement as herein provided.

  • The constructional plant means all appliances, tools, plants or machinery or whatsoever nature required in or about the execution, completion or maintenance of the works but does not include materials or other things intended to form part of the permanent work.