Parent Co definition
Examples of Parent Co in a sentence
Concurrently with the execution and delivery of this Agreement, the Company is terminating the Macquarie/GCM Merger Agreement in accordance with its terms, and the Company will pay in full the $6,800,000 Company Termination Fee (as defined in the Macquarie/GCM Merger Agreement) to Juneau Parent Co, Inc.
In the event that any payment to Amgen in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Parent Co. shall remain liable hereunder with respect the Obligations as if any applicable payment had not been made, but only to the extent such Obligations remain outstanding.
Parent Co. agrees that any notice made in accordance with the provisions of the Collaboration Agreement regarding the performance or non-performance of Swiss Co. with respect to any of its monetary or other Obligations under the Collaboration Agreement will be deemed notice to Parent Co. and duplicate notice shall not be required, and hereby irrevocably waives acceptance hereof.
Notwithstanding anything to the contrary in this Guarantee, Amgen hereby agrees that it may only seek to enforce its rights and remedies against Parent Co. under this Guarantee with respect to any Obligation only after Swiss Co. fails, after any required notice and the expiration of any applicable grace periods in accordance with the Collaboration Agreement, to perform or pay such Obligation.
In the event that the Borrower chooses to effectuate Restructuring Alternative No. 2, the parties hereto agree that subject to satisfaction of the conditions set forth in Section 10.22(c), New Parent Co. shall become the Borrower under this Agreement and shall assume all of the obligations of the existing Borrower under this Agreement, and that the existing Borrower shall no longer be the Borrower under this Agreement and shall be released from all of its obligations hereunder.
The Obligations shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Swiss Co. and Parent Co., on the one hand, and Amgen, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee.
Parent Co. and Amgen have each caused this Guarantee to be executed in its corporate name by its duly authorized officer as of the date first set forth above.
Parent Co. covenants that this Guarantee will not be discharged except by final, complete and irrevocable payment and performance of the Obligations contained in the Collaboration Agreement (including any Obligations with respect to this Guarantee).
If Parent Co shall not have made such an offer within the Notice Period, then the Board of Directors of the Company may terminate this Agreement to accept such Superior Proposal pursuant to Section 10.1(iv).
The Company has made available to the Offeror and Purchaser Parent Co. a true and complete copy of each Contract listed or described on the Schedules hereto and all amendments thereto and upon the completion of the transactions contemplated hereby, the Company will continue to have the right to enforce and to enjoy the benefits of all such Contracts to which it is a party other than as disclosed in Schedule 5.27.