TDS Canada means The Disney Store (Canada) Ltd., a corporation incorporated under the laws of the Province of Ontario, until (i) the Canada Reincorporation as contemplated by Section 9.12.1(a)(III), whereupon TDS Canada shall refer to Hoop Canada, Inc., a corporation incorporated under the laws of the Province of New Brunswick, and (ii) the execution and delivery of the Canadian Joinder as contemplated by Section 9.12.1(a)(II), whereupon TDS Canada shall refer individually and collectively to Hoop Canada, Inc. and New Canadian Limited Partnership.
There are no outstanding options, warrants, rights or other Securities of TDS Canada convertible into, or exercisable for, Securities of TDS Canada.
Following the Canada Reincorporation, references in this Agreement (or in any Contract executed pursuant hereto or in connection with the transactions contemplated hereby) to "TDS Canada" (including, without limitation, references to the "Company" that include TDS Canada) shall be deemed to be references to the New Brunswick corporation that is the successor by continuance and amalgamation to TDS Canada.
TDS USA and TDS Canada, as applicable, shall have distributed to Seller in connection with the LLC Distribution, Transferred to Canadian Transferee in connection with the Canadian Transfer or assigned to DEI or its Affiliates (other than the Company) each of the Retained Asset Agreements and shall have obtained all Consents of third parties necessary in connection therewith.
TDS USA or TDS Canada is the tenant under each Acquired Lease and neither TDS USA nor TDS Canada has Transferred its rights or interests under any Acquired Lease.
As of the Closing Date, all Outstanding New TDS Canada Securities (xx) will be solely owned by Canadian Purchaser, (yy) will have been duly authorized and validly issued, and (zz) will be fully paid and non-assessable and held by Canadian Purchaser free and clear of all Encumbrances.