Bidco. Bidco is a newly incorporated private limited company, and a wholly-owned subsidiary of NortonLifeLock. Bidco has been formed at the direction of NortonLifeLock for the purposes of implementing the Merger. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Merger.
Bidco. Bidco is a newly-incorporated English private limited company and an indirect subsidiary of EA. Bidco has been formed at the direction of EA for the purposes of implementing the Acquisition. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.
Bidco. (a) If at any time following the date falling 6 Months after the First Utilisation Date, BidCo is not a wholly-owned Subsidiary of the Company, unless at such time BidCo has acceded to this Agreement as an Additional Guarantor.
(b) If at any time BidCo is not a direct or indirect Subsidiary of Cemex Parent.
Bidco. Xxxxx Xxx Holdings Limited (registered in the United Kingdom under number 02506374) whose registered office is at Xxxx'x House, St Paul's Road, Salisbury, Wiltshire, SP2 7BF;
Bidco. (i) The Investors agree that the business and affairs of Bidco shall be managed through a Board (the “Bidco Board”) consisting of 10 members (each, a “Bidco Director”). The Bidco Directors shall be elected to the Bidco Board in accordance with the following procedures:
(A) The CEO of Target shall be appointed as a Bidco Director at all times in accordance with the Investment Agreement.
(B) The Encore Investor shall have the right to designate five Bidco Directors (the “Encore Bidco Directors”), who shall consist of:
1. The CEO of the Encore Investor; and
Bidco. The directors of the Offeror are Xxxxxxx Xxxx Xxxxxx, Xxxxxxx Xxxxxxx XxXxxxxxx, Xxxxxxxx Xxxxxxx Xxxxx (who are also directors of OneLogix) and Xxxxx Xxx (a director of a wholly owned subsidiary of OneLogix. The shareholders of Bidco will be as follows: Best-Xxxx (representing Xxxxxxx Xxxx Xxxxxx) 60 CVM Investments Proprietary Limited (representing Xxxxxxx XxxxxxxXxXxxxxxx) 20 Nel Investment Holdings Proprietary Limited (representing Morne Nel) 10 GM Glass Investments Proprietary Limited (representing Xxxxxxxx XxxxxxxXxxxx) 5 K2022654135 South Africa Proprietary Limited 5 Bidco was formed by the Management Consortium, being the management members of OneLogix or entities representing their Share interests as detailed above, and K2022654135 South Africa Proprietary Limited (“Manco”); for the purpose of implementing the Scheme and has not conducted any business since its incorporation. The directors of Manco are Xxxxxxx Xxxxxxx XxXxxxxxx and Xxxxxxxx Xxxxxxx Xxxxx. The purpose of Manco will be to incentivize other senior management (excluding Xxxxxxx Xxxx Xxxxxx, Xxxxxxx Xxxxxxx XxXxxxxxx, Xxxxxxxx Xxxxxxx Xxxxx and Xxxxx Xxx) post the successful Delisting and it has not conducted any business since its incorporation. Manco does not hold any OneLogix Shares.
Bidco. FedEx is entitled to assign and/or transfer any and all of its rights and obligations under this Merger Protocol to an existing or newly incorporated wholly-owned subsidiary (any such entity, other than FedEx, being referred to in such capacity as Bidco) without requiring any further approval and/or cooperation of TNT Express. TNT Express hereby grants its consent and its full cooperation to such assignment and/or transfer. In the event of such assignment, this Merger Protocol shall, insofar as it refers to FedEx, apply mutatis mutandis to Bidco. FedEx will remain jointly and severally liable with Bidco for the proper performance of any obligations assigned and/or transferred to Bidco under this Clause 2.2.
Bidco. References to Manitowoc shall include Bidco where the context so requires.
Bidco. The Parent will not permit Bidco to engage in any business or activity or enter into any transaction, contractual obligation or other undertaking which is not expressly permitted by, or directly related or incidental to the transactions contemplated by, the Offer Documents, this Agreement or the Acquisition Agreement in connection with the consummation of the Acquisitions.
Bidco. Bidco is a newly incorporated English company which is a wholly-owned subsidiary of Colfax established to effect the Acquisition. Bidco has not traded prior to the date of this announcement (except for entering into transactions relating to the Acquisition). Further details of Bidco will be contained in the Scheme Document. Charter International plc is the holding company of a global group of engineering companies. Charter’s businesses are focussed on welding, cutting and automation (“ESAB”) and on air and gas handling (“Howden”).
