Mirror Company definition

Mirror Company means a limited liability company (or limited partnership for projects in Texas or other states in which a substantial tax or other benefit to the Purchaser or the Company makes use of a limited partnership more reasonable) formed by the Purchaser and the Company and the Subsidiaries. The Company, the Subsidiaries and the Stockholders agree that (1) each Mirror Company operating agreement shall be in the form of the operating agreement attached hereto as Exhibit C (appropriately conformed if the entity is a limited partnership) and that the Company, the Subsidiaries and the Purchaser shall enter into each such operating agreement, and (2) each Mirror Company will be structured so as to be a pass-through entity for federal and state tax purposes. The Company, the Subsidiaries and the Stockholders acknowledge and agree the Purchaser's right to an interest in each Mirror Company as set forth in Exhibit C and Section 6.02(d) in consideration of the capital contribution of $30,000,000 by the Purchaser to the New L.L.C.
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Examples of Mirror Company in a sentence

  • You are a participant of the Times Mirror Company Executive Retirement Plan for Certain Times Mirror Officers (SERP).

  • AND SEVERANCE AGREEMENT FOR TIMES MIRROR CORPORATE VICE PRESIDENTS This attachment to your Employment and Severance Agreement describes the Enhanced Severance Benefits and terms under which they will be paid if you are a Corporate Vice President of The Times Mirror Company as of the Effective Date.

  • The Company, the Subsidiaries and the Stockholders agree that a "Mirror Company" shall mean a limited liability company (or limited partnership for projects in Texas or other states in which a substantial tax or other benefit to the Purchaser or the Company makes use of a limited partnership more reasonable) formed by the Purchaser and the Company and the Subsidiaries.

  • The Company shall not, and shall cause the New L.L.C. and each Mirror Company not to, take any action for which consent of the Purchaser is required under the terms of the New L.L.C. Agreement or under the similar terms of any Mirror Company's operating or partnership agreement without the consent of the Purchaser, which consent shall not, except as otherwise expressly provided in any such agreement, be unreasonably withheld or delayed.

  • Sterling Heights MI 48312 52 The Times Mirror Company ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.

  • Between [***], the Parties shall integrate into the Mirror Company Site and Spoken-Word Audio Sub-Section such additional ACSI Site Functionality (including, without limitation, search functionality) as the Parties may agree upon.

  • The Company, the Subsidiaries and the Stockholders acknowledge and agree the Purchaser's right to an interest in each Mirror Company as set forth in Exhibit C and Section 6.02(d) in consideration of the capital contribution of $30,000,000 by the Purchaser to the New L.L.C.

  • In addition to the foregoing direct ownership of any Mirror Company, the Purchaser shall indirectly participate in any Mirror Company through its then ownership of Common Stock (immediately upon the consummation of the transactions contemplated to take place on the Closing Date, the indirect participation shall equal 10.69%).

  • This attachment to your Employment and Severance Agreement describes the Enhanced Severance Benefits and terms under which they will be paid if you are an Executive Vice President of The Times Mirror Company as of the Effective Date.

  • The percentage membership or partnership interest of the Purchaser and the Company and the Subsidiaries in any Mirror Company shall be identical at all times to such entity's membership interest in the New L.L.C., i.e., immediately upon the consummation of the transactions contemplated to take place on the Closing Date, 32.07% for the Purchaser and 67.93% for the Company and the Subsidiaries collectively.