Subsidiary Acquisition definition
Examples of Subsidiary Acquisition in a sentence
At the Effective Time, each share of common stock, $1.00 par value per share, of Acquisition Subsidiary ("Acquisition Subsidiary Common Stock") issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding, and shall be unaffected by the Company Merger.
Subject to the Shareholder Approval, WLS has full power and authority to enter into this Agreement, the Subsidiary Acquisition, and to consummate the transactions contemplated hereby and thereby.
Acquired Company shall mean the Delaware corporation formerly known as Doan▇ ▇▇▇ducts Company, which was acquired and into which Borrower's former Subsidiary, DPC Subsidiary Acquisition Corp., was merged and which was subsequently merged into Borrower all pursuant to two certain Agreements and Plans of Merger dated August 31, 1995.
The execution, delivery and performance by WLS of this Agreement have been duly and validly approved and authorized by the Board of Directors of WLS, and, other than the Shareholder Approval and compliance with Florida law (i.e. dissenters rights), no other actions or proceedings on the part of WLS are necessary to authorize this Agreement, the Subsidiary Acquisition and the transactions contemplated hereby and thereby.
On the Closing Date, the Parties shall cause the Subsidiary Acquisition to be consummated by delivering the documents set forth in Sections 9.1 and 9.2 hereof.
As soon as practicable following the date of this Agreement, WLS shall call and hold a special meeting of holders of WLS Common Stock or commence a shareholder action by written consent for the purpose of obtaining the approval of the Subsidiary Acquisition, this Agreement, and the transactions contemplated hereby, or shall otherwise obtain Shareholder Approval.
WLS and URM shall use their commercially reasonable efforts, and cause their respective subsidiaries to use their commercially reasonable efforts, to take or cause to be taken any action necessary for the Subsidiary Acquisition to qualify as a reorganization within the meaning of Section 368(a) of the Code.
There are no claims, actions, suits, proceedings, or investigations pending or, to the Knowledge of WLS, threatened by or against WLS or either of the Subsidiaries with respect to this Agreement, the Subsidiary Acquisition, or in connection with the transactions contemplated hereby, and WLS has no reason to believe there is a valid basis for any such claim, action, suit, proceeding or investigation.
Create, incur, assume or suffer to exist (a) any Priority Indebtedness in excess at any time of an amount equal to 7.5% of Assets at such time or (b) any Permitted Subsidiary Acquisition Indebtedness in an aggregate principal amount in excess of $500,000,000 outstanding at any time.
As of the Applicable Company Subsidiary Acquisition Closing, there were no waivers in accordance with the terms of the Applicable Subsidiary Acquisition Agreement by any party to such agreement of the conditions to the closing set forth in Sections 6.1, 6.2 and 6.3 of the Applicable Company Subsidiary Acquisition Agreement.