True Temper definition

True Temper or "Holdco"), The Black & Deck▇▇ ▇▇▇poration ("Black & Deck▇▇") ▇nd TTS LLC, a Delaware limited liability company ("TTS LLC"), Cornerstone Equity Investors IV, L.P. ("Cornerstone"), certain other equity investors in TTS LLC on the Closing Date (such investors, together with Cornerstone, the "New Investors") and certain other equity owners and employees of True Temper (such owners, employees and the New Investors, collectively, the "Purchasers") intend to consummate a recapitalization of True Temper, whereby, among other things, (i) Black & Deck▇▇ ▇▇▇l cause its wholly-owned Subsidiaries, Emhart Industries, Inc. ("EII") and Emhart Inc. ("Emhart"), to contribute to True Temper certain assets used exclusively in, or which relate exclusively to, the True Temper Business (this and other defined terms having the meanings set forth below), in exchange for (x) shares of the common stock, $.01 par value, of Holdco (the "Common Stock") and (y) shares of preferred stock, $.01 par value, of Holdco (the "Preferred Stock"; the shares of Common Stock and Preferred Stock issued to EII are collectively referred to herein as the "EII Equity Interest", the shares of Common Stock and Preferred Stock issued to Emhart are collectively referred to herein as the "Emhart Equity Interest" and the issuance by Holdco of the EII Equity Interest and the Emhart Equity Interest is referred to herein as the "Reorganization"), (ii) Black & Deck▇▇ ▇▇▇l cause True Temper to establish a branch in each of the United Kingdom, Australia and Japan and will cause each of Tuck▇▇ ▇▇▇teners Limited ("Tuck▇▇"), Black & Deck▇▇ (▇▇stralasia) Pty. Limited ("B&D Australia") and Nippon Pop Rivets & Fasteners, Ltd. ("Nippon") to contribute the assets and liabilities relating exclusively to the True Temper Business operations in the United Kingdom, Australia and Japan, respectively, to True Temper in exchange for promissory notes to be issued to each of Tuck▇▇, ▇&D Australia and Nippon with a fixed interest rate equal to 7.5% per annum, payable in full on the Closing Date, with principal amounts equal to $3,860,000, $1,936,024.05 and $406,000, respectively (collectively, the "Foreign Branch Notes"), (iii) Black & Deck▇▇ ▇▇▇l cause certain of its other Subsidiaries to contribute to True Temper certain assets used exclusively in the True Temper Business (such asset contributions, together with the asset contributions by EII, Emhart, Tucker, B&D Australia and Nippon, are collectively referred to herein as the "...
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True Temper is defined in the first recital.
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Examples of True Temper in a sentence

  • All Inventions which Executive has made prior to employment by the Company or any Affiliate (including without limitation ▇▇▇▇ True Temper, Inc.) are excluded from the scope of this Agreement.

  • In addition, in the event that (i) a Default or Event of Default has occurred or (ii) ▇▇▇▇ True Temper Properties, Inc.'s total assets at any time exceed $5.0 million, as reflected on its most recent balance sheet prepared in accordance with GAAP, then, in either event, ▇▇▇▇ True Temper Properties, Inc.

  • All notices or other communications required or permitted by this Agreement shall be effective upon receipt and shall be in writing and delivered personally or by overnight courier, or sent by facsimile, as follows: To the Company: True Temper Sports, Inc.

  • Management Services Agreement to be dated as of the Closing Date between True Temper Sports, Inc.

  • Exhibit A CONFIDENTIALITY, INVENTIONS, NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement (the "Agreement") is entered into this 7th day of April, 2006 by and between ▇▇▇▇ True Temper, Inc., its successors or assigns (the "Company") and A.

  • El Cajon Equipment Corporation True Temper Sports, PRC Holdings, Inc.

  • Oral disclosures of proprietary information must be identified as proprietary at the time of disclosure, followed by written confirmation within ten (10) days.

  • TRUE TEMPER CORPORATION By:/s/ Name: Title: Address for Notices: True Temper Corporation 8275 Tournament Drive, Suit▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer with a copy to: Kirkland & Ellis 153 East 53rd Street ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Frederick Tanne PURCHA▇▇▇: ▇▇▇▇▇▇▇▇▇▇: $25,000,000 [Initial Accreted Value] EMHART, INC.

  • Acting on behalf of themselves and as the Representatives of the several Purchasers By CREDIT SUISSE FIRST BOSTON LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Director Credit Suisse First Boston LLC $ 93,750,000.00 ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. $ 31,250,000.00 Total $ 125,000,000.00 True Temper Sports, PRC Holdings, Inc.

  • Each direct and indirect, existing and future, material domestic subsidiary of the Borrower, which shall be defined so as to include on the Closing Date only Telephonics Corporation, Clopay Building Products Company, Inc., Clopay Plastics Products Company, Inc., and ▇▇▇▇ True Temper, Inc.

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