Subco definition
Examples of Subco in a sentence
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.
Subco Parent shall execute and deliver a written consent resolution approving the Subco Amalgamation Resolution.
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.
A registered holder of Subco Shares is not entitled to exercise Dissent Rights with respect to Subco Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the Subco Amalgamation Resolution.