TopCo Parent definition

TopCo Parent means Prime Security Services TopCo Parent, L.P., a Delaware limited partnership.

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TopCo Parent means has the meaning ascribed to such term in the preamble.

TopCo Parent has the meaning set forth in the recitals.

Examples of TopCo Parent in a sentence

Furthermore, unless otherwise determined by the Company or TopCo Parent, each individual Holder agrees to cause his or her spouse (and any subsequent spouse) to execute and deliver a Spousal Consent or, if unmarried, to personally execute and deliver a Spousal Consent, in each case substantially in the form of Exhibit C attached hereto or in a form otherwise satisfactory to the Company.
None of TopCo, Parent, the Company, the Surviving Entity or the Exchange Agent shall be liable to any person in respect of any TopCo Common Shares, CCRs, cash, dividends or other distributions from the Exchange Fund delivered to a public official in compliance with any applicable state, Federal or other abandoned property, escheat or similar Law.
The Company, TopCo Parent or any Holder or spouse or their respective legal representatives may effect a change of address for purposes of this Agreement by giving notice of such change to the Company, and the Company shall, upon the request of any party hereto, notify such party of such change in the manner provided herein.
In the event a notice or other document is required to be sent hereunder to the Company, TopCo Parent or to any Holder or the spouse or legal representative of a Holder, such notice or other document, if sent by mail, shall be sent by registered mail, return receipt requested (and by air mail in the event the addressee is not in the continental United States), to the party entitled to receive such notice or other document at the address set forth on Annex I hereto.
Such legend shall not be placed on any shares of Common Stock acquired from a Holder by the Company, TopCo Parent, AP VIII Prime Security, the Apollo Funds or any of their respective Affiliates.
Notwithstanding the foregoing provisions of this Section 2.05(e), nothing contained in this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A of the Code from any individual holder of an Assumed TopCo Equity Award to TopCo, Parent, the Company or any of their respective Affiliates, employees or agents, and such individual holder shall be solely responsible for any such liability.
In connection with any attempted Disposition in breach of this Agreement, the Company may hold and refuse to transfer any Common Stock or any certificate therefor, in addition to and without prejudice to any and all other rights or remedies which may be available to it, TopCo Parent and/or the Holders.
Transferee agrees that, unless otherwise determined by the Company or TopCo Parent, the spouse of Transferee (and any subsequent spouse) shall execute and deliver a Spousal Consent or, if unmarried, personally execute and deliver a Spousal Consent, in each case substantially in the form of Exhibit C attached to the Management Investor Rights Agreement or in a form otherwise satisfactory to the Company.
Unless otherwise provided herein, any consent, approval, decision or action of the Company or TopCo Parent, as the case may be, may be given, withheld, taken or omitted by the Company or TopCo Parent, as the case may be, in its sole discretion.
The Company, TopCo, Parent and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement, such amounts as are required to be withheld or deducted under the Code or any other applicable Tax Law with respect to the making of such payment.

More Definitions of TopCo Parent

TopCo Parent means Prime Security Services TopCo Parent, L.P., a Delaware limited partnership. “Transfer Period” has the meaning scribed to such term in Section 6.2. “Transfer Shares” has the meaning ascribed to such term in Section 6.1. “Transferring Party” has the meaning ascribed to such term in Section 7.1.

TopCo Parent means has the meaning ascribed to such term in the preamble. “TopCo Parent Agreement” means the Fourth Amended and Restated Limited Partnership Agreement of TopCo Parent, dated as of the date hereof, by and among TopCo Parent, Prime Security Services TopCo Parent GP, LLC, as general partner, the limited partners as listed from time to time in the ledge maintained by TopCo Parent, and the warrantholders as listed from time to time in the ledger maintained by TopCo Parent, as the same may be amended, restated and/or modified from time to time. “TopCo Parent Director” means any director of the Company or its Subsidiaries who is also a general partner, partner, managing director, manager, officer, director or principal of TopCo Parent or any Affiliate of TopCo Parent (including TopCo Parent GP). “TopCo Parent GP” means Prime Security Services TopCo Parent GP, LLC, a Delaware limited liability company. “Underwriters Lock-Up Period” has the meaning ascribed to such term in Section 15.17. “Underwritten Offering” has the meaning ascribed to such term in Section 10.10(f). Section 2.

TopCo Parent means Prime Security Services TopCo Parent, L.P., a Delaware limited partnership and the direct parent of the Company.

TopCo Parent means Prime Security Services TopCo Parent, L.P., a Delaware limited partnership. “Total Number of Directors” means the total number of directors constituting the Board. “Transfer” (including its correlative meanings, “Transferor”, “Transferee” and “Transferred”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “Transfer” shall have such correlative meaning as the context may require.