Subco definition
Examples of Subco in a sentence
On or before the Effective Date, V▇▇▇▇▇▇ and Subco Parent shall use commercially reasonable efforts to take all necessary steps to amalgamate Subco with V▇▇▇▇▇▇ ▇▇▇▇▇.
Vincero also covenants that none of the information regarding V▇▇▇▇▇▇ and V▇▇▇▇▇▇ ▇▇▇▇▇ to be supplied by V▇▇▇▇▇▇ for inclusion or incorporation by reference in the Subco Circular, if necessary, will at the time of the mailing of the Subco Circular contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
In addition to the foregoing, if Vincero or any of its officers, directors, agents, or Affiliates receives any unsolicited offer or proposal to enter negotiations relating to any of the above, V▇▇▇▇▇▇ shall immediately notify Subco Parent thereof, including information as to the identity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be.
Notwithstanding the foregoing, this Section does not restrict, limit or prohibit the board of directors of Subco Parent or Subco from exercising its fiduciary duties under applicable Law where in the good faith judgment of the board of directors of Subco Parent or Subco, after consultation with outside legal counsel, failure to take such action would be inconsistent with the exercise of its fiduciary duties.
For greater certainty, such fiduciary duty shall not relieve Vincero of its obligations under this Agreement or limit the remedies (including specific performance and injunctive relief) available to Subco Parent.