TSLC definition
Examples of TSLC in a sentence
All Taxes owed by or with respect to each of TSLC and its Subsidiaries (whether or not shown on any Tax Return) have been timely paid in full in accordance with all Laws.
None of TSLC and its Subsidiaries or any of their respective directors, officers, employees, agents, and Affiliates, has been the subject of any investigations, reviews, audits, or inquiries by a Governmental Authority related to Anti-Corruption Laws or Global Trade Laws, and no investigation, review, audit, or inquiry by any Governmental Authority with respect to Anti-Corruption Laws or Global Trade Laws is pending or threatened.
Each of TSLC and its Subsidiaries (i) has no permanent establishment nor has it been engaged in any trade or business in any country other than the country in which it is organized and (ii) has no investment in United States property as defined in Section 956 of the Code.
None of the information supplied or to be supplied by or on behalf of TSLC or its Subsidiaries for inclusion in any Registration Statement, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
In the event any vote of the Company’s stockholders is necessary to effectuate the disposition of the Spun off Business (the “Spin Off”), TSLC hereby agrees to vote the Company shares it will receive hereunder (i) in favor of the Spin Off, and/or (ii) if requested by the Company against any agreement which would prevent the Spin Off.
By executing this Agreement, TSLC further represents that TSLC does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Company Common Stock.
Except as set forth in the TSLC Disclosure Schedule, no Person employed by or a director or officer of TSLC or its Subsidiaries has any Liability in respect of a Guarantee of any Debt or other Liability of any other Person.
No claim has ever been made by a Governmental Authority in a jurisdiction where TSLC or any of its Subsidiaries does not file Tax Returns that none of TSLC or its Subsidiaries is or may be subject to taxation by or required to file Tax Returns in that jurisdiction, and, to TSLC’s Knowledge, there is no basis for any such claim to be made.
TSLC has all requisite power and authority necessary for the execution, delivery and performance by it of this Agreement.
TSLC shall, prior to the Completion, name one person to be appointed to the Company Board.