RMT Partner definition

RMT Partner shall have the meaning set forth in the Preamble.
Sample 1Sample 2Sample 3
RMT Partner has the meaning set forth in the first sentence of this Agreement.
Sample 1Sample 2Sample 3
RMT Partner shall have the meaning ascribed to it in the preamble to this Agreement.
Sample 1Sample 2

Examples of RMT Partner in a sentence

  • As of the Effective Time, this Agreement shall be binding on RMT Partner and RMT Partner shall be subject to the obligations and restrictions imposed on Spinco hereunder and, for the avoidance of doubt, any restrictions applicable to Spinco shall apply to RMT Partner mutatis mutandis.

  • The Stockholder has, or will have at the time of the applicable meeting of holders of shares of capital stock of RMT Partner, the sole right to vote or direct the vote of, or to dispose of or direct the disposition of, such Subject Shares.

  • Each Stockholder hereby agrees to notify RMT Partner, Remainco and Spinco in writing as promptly as practicable of the number of any additional shares of Pre-Closing RMT Partner Voting Capital Stock of which such Stockholder acquires Beneficial Ownership on or after the date hereof; provided, that any timely filing with the SEC by a Stockholder pursuant to Section 13 or Section 16 of the Exchange Act reporting any such acquisition shall constitute notice with respect to this Section 4(c).

  • RMT Partner has duly and validly executed this Agreement, and this Agreement constitutes a legal, valid and binding obligation of RMT Partner enforceable against RMT Partner in accordance with its terms, subject to the Bankruptcy and Equity Exception.

  • The Stockholder understands and acknowledges that RMT Partner, Remainco and Spinco are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

  • Nothing contained in this Agreement shall be deemed to vest in RMT Partner, Remainco or Spinco any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares.

  • Nothing in this Agreement shall be interpreted as creating or forming a “group” with any other Person, including RMT Partner, Remainco and Spinco, for the purposes of Rule 13d-5(b)(1) of the Exchange Act or for any other similar provision of applicable Law.

  • For the avoidance of doubt, no stockholder of Remainco, Spinco or RMT Partner shall be third-party beneficiaries for any purpose prior to the Spinco Distribution, and no stockholder (or Party on behalf of their respective stockholders) shall be entitled to bring any claim for damages prior to the Spinco Distribution based on a decrease in share value or lost premiums.

  • RMT Partner agrees not to register the Transfer of any certificate or book-entry representing any Subject Shares on the books of RMT Partner unless such Transfer is made in compliance with this Agreement.

  • Parent shall not be required to take any action pursuant to this Section 4.03(a) if RMT Partner or Splitco fails to certify, upon request, that all Tax Representations and warranties made by RMT Partner or Splitco in any letter or certificate forming the basis of the Tax Opinions or Ruling (including any Supplemental Tax Opinion or Supplemental Ruling), relating to the Intended Tax-Free Treatment of the Proposed Transactions, are true, correct and complete.


More Definitions of RMT Partner

RMT Partner has the meaning set forth in the Recitals.
Sample 1
RMT Partner has the meaning set forth in the Preamble of this Second Addendum.
Sample 1
RMT Partner shall have the meaning assigned thereto in the preamble. “RMT Partner 401(k) Plan” shall have the meaning assigned thereto in Section 11.3(h).
Sample 1
RMT Partner s Knowledge” shall mean the actual knowledge of the Persons listed on Schedule 1.1(d). “Schedule TO” shall have the meaning assigned thereto in Section 8.1(c).
Sample 1

Related to RMT Partner

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

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • 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.”

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

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

  • ETP means Energy Transfer Partners, L.P., a Delaware limited partnership.

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

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

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

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Lead Partner means the lead partner of a joint venture, as described in Sub-Clause

  • OPC has the meaning specified in the recital of parties to this Agreement.

  • Wp means Watt Peak.

  • Atlas means Automated Transportation Logistics Activity System. ATLAS is a computerized information system to which all Shippers have access upon request. ATLAS enables Shippers to nominate and release product and to monitor and coordinate the movement of Petroleum Products while on Carrier's system.

  • Acquiror has the meaning specified in the Preamble hereto.

  • ITT means the Purchaser’s invitation to tender dated (date ITT issued).

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

  • MPC means Marathon Petroleum Corporation, a Delaware corporation.

  • SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.

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

  • Blocker has the meaning set forth in the preamble.

  • General Partner has the meaning set forth in the Preamble.

  • Co-licensed partner means a person who, with at least one other person, has the right to engage in

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • GP means Gottbetter & Partners, LLP.

  • SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.