Newco Parent definition
Examples of Newco Parent in a sentence
Except with respect to the Marine Cargo Insurance policy, the foregoing insurance procured by Supplier shall name Purchaser and GNC Newco Parent, LLC as additional insureds.
In addition, all elections shall automatically be revoked if the ADR Depositary is notified in writing by Newco, Parent and the Company that the Merger has been abandoned.
None of Newco, Parent, the Company, the Surviving Entity or the ADR Depositary shall be liable to any person (as defined below) in respect of any such Newco ADSs or funds from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Newco, Parent and the Company will cooperate with each other in the development and distribution of all press releases and other public announcements with respect to the Merger and other transactions contemplated hereby, and will furnish the other with drafts of any such releases and announcements as far in advance as practicable.
Newco, Merger Sub and the ADR Depositary shall enter into the ADR Depositary Agreement in a form satisfactory to Newco, Parent and the Company.
Neither Company Parent, the Company nor any Affiliate of the Company, nor any of their respective officers, directors or employees, has employed any broker, finder or financial advisor or incurred any liability for any fees or commissions in connection with the transactions contemplated herein or the Plan of Merger, in each case which such fees or commissions would be payable by the Company, Newco or Newco Parent.
If Company Parent is unable to effect such a release with respect to such guarantees after using good faith reasonable efforts to do so, Company Parent hereby agrees to indemnify Newco Parent and Newco from any losses or damages arising from such guarantees.
The Agreement and Plan of Merger, dated as of April 25, 2001, by and between the Company, Newco Parent, Company Parent and Newco (the "Merger Agreement"), is hereby terminated in its entirety.
Upon the incurrence of any such liability, cost or expense relating to Company Claims made under Company Parent's Insurance Policies and upon receipt from Company Parent of a statement of the amount of such liabilities, costs and expenses in reasonable detail, from time to time, Newco Parent shall make payment promptly to Company Parent or its Affiliates of the amount indicated in such statement.
At the request of Company Parent, Newco Parent shall assume and conduct the defense of any matters assumed by it pursuant to this Section and Company Parent and its Affiliates shall cooperate in such defense to the extent reasonably requested by Newco Parent.