Sibelco definition
Examples of Sibelco in a sentence
The Company shall give written notice (an Issuance Notice) of any proposed issuance or sale of New Securities described in Section 3.1(a) to Sibelco within five Business Days following any meeting of the Board at which any such issuance or sale is approved.
Unimin hereby agrees to redeem the Unimin Shares owned by Sibelco and, in consideration therefor, Sibelco hereby agrees to assign, transfer and convey the Unimin Shares to Unimin by duly executing and delivering to Unimin a stock power substantially in the form attached hereto as Exhibit A.
In the event the Company has not sold such New Securities by the Issuance Cut-off, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to Sibelco in accordance with the procedures set forth in this Section 3.1.
Sibelco shall deliver to the Company the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds.
For a period of 45 days beginning on the Effective Date, Sibelco and any Stockholder who is also a Director, shall not, and to the extent permitted by Applicable Law, each of them shall cause their respective controlled Affiliates not to, Transfer or agree to Transfer any Shares to any Person that is not an Affiliate of such Stockholder.
Subject to the last sentence of Section 3.2(c), the failure of Sibelco to deliver a Pre-emptive Acceptance Notice by the end of the Pre-emptive Exercise Period shall constitute a waiver of its rights under this Section 3.2(b) with respect to the purchase of such New Securities, but shall not affect its rights with respect to any future issuances or sales of New Securities.
In addition to the foregoing in this Section 7.4(c), Sibelco shall be liable for, and shall indemnify and hold harmless Unimin and its Affiliates and each of their respective officers, directors and employees from and against, any Tax-Related Losses to the extent any Tax-Related Losses are not subject to Section 7.4(a) or (b) (provided that, for the avoidance of doubt, in no event will this sentence of Section 7.4(c) in any way limit the Sibelco Guaranty under Section 17).
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The Tax treatment reported on any Tax Return of Sibelco, Unimin, HPQ Co or any of their respective Affiliates that relates to the Spin Off shall be consistent with the treatment thereof in the Tax Opinion, except as otherwise required by applicable law.
Sibelco agrees that the Sibelco Guaranty is irrevocable, absolute, independent, and unconditional and the Sibelco Guaranty will not be affected by any circumstances that constitute a legal or equitable discharge of a guarantor or surety, other than the payment in full of the HPQ Co Tax Obligations.