Memec definition
Examples of Memec in a sentence
Copies of (i) such contracts providing for an annual base salary in excess of more than $ 140,000 in respect of the Divisions acquired by Memec Purchaser, (ii) all such contracts (excluding any employment-at-will letters, where the employment relationship has been established solely on the basis of such letters) in respect of the Divisions acquired by Arrow and (iii) all such contracts in respect of the Divisions acquired by Avnet have been disclosed to the relevant Purchasers.
The Sellers shall co-operate with Memec Purchaser in implementing the arrangements agreed with APRISA, Inc.
Prior to Closing the Sellers shall co-operate and procure that the relevant Group Companies shall provide such co-operation to Memec Purchaser as may be reasonably requested by Memec Purchaser to enable such Purchaser to satisfy the condition set out in Section 4.3 (a) (iv), provided, however, that Sellers shall be under no obligation to assume any liability to Memec Purchaser or the financing banks.
The Sellers shall not take any action prior to Closing which would prohibit or otherwise prevent any member of the Memec Division from entering into any agreement or completing any of the acquisitions referred to in Exhibit 7.1.
To the Sellers' knowledge, unless otherwise disclosed in Exhibit 5.9 or, in respect of the Divisions to be acquired by Arrow and Memec Purchaser, except for debt collection matters (as described above), there are no facts or circumstances which are likely to result in any lawsuit or other proceeding initiated against any Company or Subsidiary by any third party and involving an amount in excess of $ 100,000.
Except as disclosed in Exhibit 5.9 and, in respect of the Divisions to be acquired by Arrow and Memec Purchaser, except for debt collection actions brought by a Group Company in the normal course of business and claims by related third parties arising in connection therewith, no Company or Subsidiary is involved in any lawsuit or other proceeding pending against it before any court, arbitral tribunal or governmental agency involving an amount in excess of $ 100,000.
Memec is a limited liability company organized under the laws of the State of Delaware.
Memec US shall refrain from engaging, and ensure that none of its Affiliates and no Person acting on behalf of Memec US or any such Affiliate will engage, in any Directed Selling Efforts with respect to the Regulation S Memec US Stub Shares.
Immediately following the issuance of the MGH Bonds to the Bondholders, Memec US shall acquire all the MGH Bonds held by the Bondholders together with all rights attaching thereto in consideration for an issue of Memec US Common Stock to the Bondholders (the “Memec US Stub Shares”), such shares to be issued as fully paid shares.
In the event that the Sellers choose to complete the Closing with respect to only one Purchaser (Arrow or Avnet), such Closing shall be conditional upon the Purchasers (other than Memec Purchaser and any Purchaser in respect of which this Agreement has been terminated in accordance with Article 10) and the Sellers having agreed mutually acceptable Transitional and Separation Arrangements (as defined in Section 4.5 (e) below) without referral to the Expert.