QES Holdco definition

QES Holdco has the meaning set forth in the preamble.
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QES Holdco is defined in the recitals.
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Examples of QES Holdco in a sentence

  • To undergo a prior medical examination, the result of which must be satisfactory for the position offered.

  • HoldCo MergerCo and QES Holdco shall enter into an Agreement and Plan of Merger in the form attached hereto as Exhibit K (the “QES Holdco Merger Agreement”), pursuant to which HoldCo MergerCo shall merge with and into QES Holdco, with QES Holdco surviving the merger (the “QES Holdco Merger”).

  • Following approval by the Board of the closing of the IPO and prior to the Effective Time, QES Holdco and QES LP shall enter into a Contribution Agreement in the form attached hereto as Exhibit A (the “QES Holdco Contribution Agreement”), pursuant to which QES Holdco shall contribute all of the issued and outstanding shares in PubCo to QES LP in exchange for $10.00.

  • The QES Parties, collectively, may assign this Agreement at any time in connection with a sale or acquisition of the Partnership, whether by merger, consolidation, sale of all or substantially all of the Partnership’s assets, or similar transaction, without the consent of the Investors and QES Holdco; provided, that the successor or acquiring Person agrees in writing to assume all of the QES Parties’ rights and obligations under this Agreement.

Related to QES Holdco

  • Holdco has the meaning set forth in the Preamble.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • US Holdco means any existing or future Domestic Subsidiary the Equity Interests of which are held solely by Foreign Subsidiaries; provided that such existing or newly formed Subsidiary shall not engage in any business or own any assets other than the ownership of Equity Interests in Foreign Subsidiaries and intercompany obligations that are otherwise permitted hereunder.

  • Topco has the meaning set out in the Preamble;

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Blocker has the meaning set forth in the preamble.

  • GP means Gottbetter & Partners, LLP.

  • lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;

  • Natural parent means a minor's biological or adoptive parent, and includes the minor's noncustodial parent.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Qualified Stockholder means: (a) the record holder of a share of Class B Common Stock as of the IPO Date; (b) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the IPO Date pursuant to the exercise or conversion of any Option or Convertible Security that, in each case, was outstanding as of the IPO Date; (c) each natural person who, prior to the IPO Date, Transferred shares of capital stock of the Corporation to a Permitted Entity that is or becomes a Qualified Stockholder; (d) each natural person who Transferred shares of, or equity awards for, Class B Common Stock (including any Option exercisable or Convertible Security exchangeable for or convertible into shares of Class B Common Stock) to a Permitted Entity that is or becomes a Qualified Stockholder; and (e) a Permitted Transferee.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • OpCo has the meaning set forth in the Preamble.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.

  • Carlyle means Carlyle Investment Management, LLC.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Ultimate Parent Entity means a Constituent Entity of an MNE Group that meets the following criteria:

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.