TopCo Parent definition

TopCo Parent means Prime Security Services TopCo Parent, L.P., a Delaware limited partnership.
Sample 1Sample 2Sample 3
TopCo Parent means has the meaning ascribed to such term in the preamble.
Sample 1Sample 2Sample 3
TopCo Parent has the meaning set forth in the recitals.
Sample 1Sample 2Sample 3

Examples of TopCo Parent in a sentence

  • Prime Security Services TopCo Parent GP, LLC (“TopCo Parent GP”) serves as the sole member of Prime TopCo ML.

  • AP VIII Prime Security Services Holdings, L.P. (“AP VIII Prime Security LP”) serves as the sole member of TopCo Parent GP.

  • The bank collapse upstream may be provideding enough material to temporarily halt the incision process.

  • The CCR Agreement shall have been duly executed and delivered by TopCo, Parent and the Exchange Agent and be in full force and effect.

  • In rendering the opinion described inthis Section 6.01(h), such counsel shall be entitled to receive and rely upon customary representations, warranties and covenants of officers of TopCo, Parent and others reasonably requested by such counsel.

  • 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 EquityAward 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.

  • At all times that this Agreement is in effect Kahn shall, directly or indirectly, solely own all of the equity securities of TopCo, Parent and Merger Sub, and the board of directors (or similar governing body) of each shall be comprised solely of one or more appointees appointed by Kahn.

  • None of TopCo, Parent or any Subsidiaries of Parent has taken or agreed to take any action or knows of the existence of any fact that would reasonably be expected to prevent (A) the Merger from qualifying for the Intended Tax Treatment or (B) the Contribution and Parent Class E Issuance from qualifying as an exchange to which Section 721(a) of the Code applies.

  • Notwithstanding the forgoing and for the avoidance of doubt, the consent of an Investor shall not be required in connection with the enforcement by TopCo, Parent or Merger Sub (or any of their Affiliates) of the obligations of such Investor under this Agreement or any Transaction Document.

  • Riley shall be entitled to enforce the rights of TopCo, Parent, Merger Sub or any of their respective Affiliates, as applicable, pursuant to the Rollover Agreement and the Voting Agreement without the consent of Kahn, and Kahn shall be entitled to enforce the rights of TopCo, Parent, Merger Sub or any of their respective Affiliates, as applicable, pursuant to the Equity Commitment Letter without the consent of B.


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.
Sample 1Sample 2
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.
Sample 1
TopCo Parent means Prime Security Services TopCo Parent, L.P., a Delaware limited partnership and the direct parent of the Company.
Sample 1
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.
Sample 1

Related to TopCo Parent

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

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

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

  • 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;

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Topco has the meaning set out in the Preamble;

  • Holdco has the meaning set forth in the Preamble.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

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

  • Holdings as defined in the preamble hereto.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Birth parent means the child's biological parent and, for purposes of adoptive placement, means

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.

  • Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group

  • Parent Parties has the meaning set forth in ARTICLE V.

  • Seller Parent has the meaning set forth in the Preamble.

  • Merger Sub has the meaning set forth in the Preamble.

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

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • MergerSub has the meaning set forth in the Preamble.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Constellation has the meaning assigned to that term in the Recitals.

  • SSE means the Shanghai Stock Exchange.