Mettis definition
Examples of Mettis in a sentence
On the date hereof, the Representatives shall have received a written certificate executed by the Senior Vice President and Chief Financial Officer of the Company, dated as of the date hereof, with respect to certain financial information of Mettis included in the Prospectus, in form and substance satisfactory to the Representatives (and the Representatives shall have received an additional three conformed copies of such accountants’ letter for each of the several Underwriters).
All proceeds of the sale of the Securities and of the initial borrowings under the Credit Agreement will be used to provide funding for the Mettis Acquisition, to pay the costs and expenses (including fees) associated with the Mettis Acquisition and for general corporate purposes.
For purposes of Section 18 of the Stockholders Agreement, the Stockholder Shares held by Mettis will be considered a sub-class of Stockholder Shares.
The parties hereto agree that, by and upon execution of this Joinder, Mettis shall be a party to the Stockholders Agreement, shall be a “Stockholder” (as defined in the Stockholders Agreement) and shall be entitled to the rights and benefits and subject to the duties and obligations of a Stockholder thereunder, as fully as if Mettis had been an original signatory thereto in such capacity.
On each of the First Closing Date and the Second Closing Date, the Representatives shall have received the favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ International LLP, United Kingdom counsel for Mettis, dated as of such Closing Date, the form of which is attached as Exhibit A-2 (and the Representatives shall have received an additional three conformed copies of such counsel’s legal opinion for each of the several Underwriters).
Notwithstanding the foregoing, Mettis shall not avoid the provisions of this Section 2 by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee.
Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower and its Subsidiaries or Mettis and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.
Executive acknowledges that the information, observations and data (including trade secrets) obtained by him while employed by the Company, Mettis and their subsidiaries concerning the business or affairs of the Company or any Subsidiary (“Confidential Information”) are the property of the Company or such Subsidiary.
In general, the parties agree that neither Investor nor Olympus will be permitted to take any action that would cause Mettis to have any less protections or rights than it would have if Olympus owned its Stockholder Shares directly.
All UGLGs participating in this Agreement have adopted and are enforcing a policy prohibiting the use of excessive force by law enforcement agencies within their own jurisdiction against any individuals engaged in non-violent civil rights demonstrations.