Tastemaker definition
Examples of Tastemaker in a sentence
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: Tastemaker Acquisition Corp.
By: Name: Title: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent By: Name: Title: Number This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Tastemaker Acquisition Corp., a Delaware corporation (the “Company”).
Any notice or communication under this Agreement must be addressed, if to the Company, to: Tastemaker Acquisition Corp., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with a copy to Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and, if to any Holder, at such Holder’s address as set forth in the Company’s books and records.
Tastemaker, a general partnership organized and existing under the laws of the State of Delaware ("TASTEMAKER"), and Tastemaker B.V., a limited liability entity organized and existing under the laws of The Netherlands ("TASTEMAKER B.V."), together are engaged globally, both directly and indirectly through their respective subsidiaries, in the development, manufacture and sale of ingredients and compounds used primarily to provide flavor or taste in food and beverage products (the "BUSINESS").
Tastemaker B.V. is a limited liability entity duly organized and validly existing under the laws of The Netherlands and has the requisite power and authority to carry on its business as conducted on the date hereof.
Except as set forth in SCHEDULE 3.1 of the Disclosure Schedule, each of the Tastemaker Subsidiaries is duly organized and validly existing under the laws of the jurisdiction in which it is organized as set forth on APPENDIX A hereto and has the requisite power and authority to carry on its business as conducted on the date hereof.
The execution and delivery of each of the Designated Transaction Agreements prior to the Closing Date by Tastemaker and the consummation by Tastemaker on the Closing Date of the transactions contemplated thereby will have been duly authorized by all necessary action on the part of Tastemaker.
The Owners shall have a period of thirty (30) days following receipt of such information to review the books and records of Tastemaker B.V. for purposes of determining whether they agree with the Interested Persons determination of the Tastemaker B.V. Working Capital Adjustment and the Tastemaker B.V. Long-Term Liabilities Adjustment, and the Tastemaker B.V. Value calculated based thereon.
Partners' distributive shares of Tastemaker items of income, gain, loss, deduction or credit shall be determined in accordance with Treasury Regulation Section 1.706-1(c)(2)(ii) by applying the interim closing of the books method.
All Returns prepared pursuant to this Section 4.1(d) shall be prepared or completed in a manner consistent with prior practice of Tastemaker concerning the income, properties or operations of Tastemaker (including elections, accounting methods and conventions), except as otherwise required by law.