MGM Company definition
Examples of MGM Company in a sentence
Notwithstanding the foregoing, at the Effective Time of the Mergers, each share of Cypress/Garoge Common Stock held by either Cypress or Garoge or by any MGM Company immediately prior to the Effective Time of the Merger, if any, shall be cancelled and extinguished without any conversion thereof.
Except as set forth in Section 5.4 of the Parent Disclosure Schedule, other than Moelis & Company, Zolfo ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, no person engaged by or acting on behalf of any of the MGM Companies or any Affiliate thereof is entitled to any brokerage, financial advisory, finder’s or similar fee or commission in connection with transactions contemplated by this Agreement for which any MGM Company could have any liability.
The Borrower shall not, and shall not permit any of the Guarantors to, at any time engage in or amend any transaction with any Affiliate or any MGM Company, or make an assignment or other transfer of any of its assets to any Affiliate or any MGM Company, on terms less advantageous to such Rainbow Company than would be the case if such transaction had been effected with a non-Affiliate, in each case other than as set forth on SCHEDULE 8.11 attached hereto or as otherwise permitted under this Agreement.
To the Knowledge of Parent, no MGM Company has given written notice within the past three (3) years to any other Person that such Person has breached, violated or defaulted (which alleged breach, violation or default is continuing) under any Parent Contract specified in Section 8.9(a) of the Parent Disclosure Schedule under the heading “Parent Contracts Subject to Reporting of Breach Notice”.
Except as set forth in Section 8.9(a) of the Parent Disclosure Schedule, each Parent Contract is valid and binding in all respects upon, and enforceable against, the applicable MGM Company and, to the Knowledge of Parent, each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception and except as would not be reasonably expected to have, either individually or in the aggregate, a Parent Material Adverse Effect.
The Borrower shall not, and shall not permit any of the Guarantors to, at any time engage in any transaction with any Affiliate or any MGM Company, or make an assignment or other transfer of any of its assets to any Affiliate or any MGM Company, on terms less advantageous to such RMG Company than would be the case if such transaction had been effected with a non-Affiliate, in each case other than as set forth on SCHEDULE 8.10 attached hereto or as otherwise permitted under this Agreement.
With respect to each MGM Company, SCHEDULE 5.1(c)-2 also sets forth, as of the Agreement Date, the following: (i) whether such MGM Company is a MGM Operating Company; (ii) the direct owners of such MGM Company and the extent of such ownership; (iii) the state of such MGM Company's incorporation or organization; and (iv) all jurisdictions in which such MGM Company is qualified to do business as a foreign corporation, limited liability company or partnership, as the case may be.
The use of Intellectual Property by any MGM Company does not infringe on the rights of any Person, except to the extent that such infringements could not in the aggregate reasonably be expected to have a Material Adverse Effect.
With respect to each MGM Company, SCHEDULE 5.1(C)-2 also sets forth, as of the Agreement Date, the following: (i) whether such MGM Company is a MGM Operating Company; (ii) the direct owners of such MGM Company and the extent of such ownership; (iii) the state of such MGM Company's incorporation or organization; and (iv) all jurisdictions in which such MGM Company is qualified to do business as a foreign corporation, limited liability company or partnership, as the case may be.
Section 8.12(a) of the Parent Disclosure Schedule sets forth a complete and accurate list of all trademarks, service marks and domain names in which any MGM Company purports to have an ownership interest.