Witco definition
Examples of Witco in a sentence
This certificate of insurance shall name Buyer as an additional insured and contain a clause reading as follows: "The insurance provided by these policies shall not be materially changed or cancelled without at least 30 days prior written notice being given to Witco Inc.
Section 5.2 of the Witco Disclosure Schedule sets forth as to each subsidiary of Witco: (a) its name and jurisdiction of incorporation or organization and (b) the percentage of securities owned directly or indirectly by Witco.
Each of Witco and its subsidiaries is duly qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the property it owns, leases or operates makes such qualification necessary, except where the failure to be so qualified or in good standing in such jurisdiction have not had or could not be reasonably expected to have a Material Adverse Effect on Witco.
Witco has all requisite corporate power and authority to enter into this Agreement and, subject to authorization of the Merger and the transactions contemplated hereby by the holders of Witco Common Stock ("Witco Stockholders"), to consummate the transactions contemplated by this Agreement.
Crompton shall use its reasonable best efforts to cause each such person who may be at the Effective Time or was on the date hereof an "affiliate" of Crompton within the meaning of Rule 145 under the Securities Act, to execute and deliver to Witco no less than 35 days prior to the date of the meeting of Crompton Stockholders to approve the Merger written undertakings substantially in the form attached as Exhibit F to this Agreement.
Each of the outstanding shares of capital stock of each of Witco's subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or indirectly, by Witco free and clear of all liens, pledges, security interests, claims or other encumbrances, other than liens imposed by law that could not reasonably be expected to have, in the aggregate, a Material Adverse Effect on Witco.
From and after the date of this Agreement until the Effective Time (or the termination of this Agreement), Crompton and Witco shall permit representatives of the other to have appropriate access at all reasonable times to the other's premises, properties, books, records, contracts, tax records, documents, customers and suppliers.
A bona fide written estimate of the aggregate amount of all fees and expenses expected to be paid by Crompton to all accountants and investment bankers in connection with the Merger has been provided to Witco on the date hereof.
Neither Witco nor any of its subsidiaries is in default in the performance, observance or fulfillment of any provision of, in the case of Witco, its Restated Certificate of Incorporation, as amended (the "Witco Certificate"), or By-Laws, as amended and restated (the "Witco By-Laws"), or, in the case of any subsidiary of Witco, its certificate of incorporation, by-laws or other organizational documents.
Crompton has taken or will take all action necessary, if any, in respect of the Crompton Rights Agreement so as to provide that none of Witco and its affiliates will become an "Acquiring Person" and that no "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Crompton Rights Agreement) will occur as a result of the execution of this Agreement or the consummation of the Merger pursuant to this Agreement.